We reserve the right to make changes to Brokerly Membership Agreement at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of Brokerly Membership Agreement. Any changes or modifications will be effective immediately upon posting the updated Brokerly Membership Agreement on the Site, and you waive the right to receive specific notice of each such change or modification.

Brokerly is a technology platform used by Users, Visitors, and Consumers (the “user” or “leads”) and businesses and/or individual or entity that provides services (the “Service Provider”) to facilitate transactions in a collaborative and transparent manner.

As Brokerly continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. you hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.

Brokerly displays reviews and ratings on a variety of businesses, service contractors, and healthcare, professional and legal providers (collectively, “Service Providers”) to allow visitors and users, the opportunity to read about the experiences of other users have had with these Service Providers and to provide your own reviews and ratings on the Service Providers you use. Brokerly also operates certain products whereby Brokerly facilitates the offer, sale, and/or marketing of certain promotions, discounts, coupons, vouchers, e-commerce offers, or deals (collectively, “Services” or “Promotions”). All products and services described in this Section, as well as any other products and services offered by Brokerly at any time, shall be defined herein as “Service” or “Services.”

In order to use the Service, you must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this “Agreement”). This Agreement may be modified by Brokerly from time to time at our sole discretion. Any changes will be posted here and you should check our website periodically for updates. If we make material changes to this agreement, we will provide you with notice as required by law. Your continued use of the Services will signify acceptance of the terms of the updated Policy.

We strongly recommend that, as you read this Agreement, you also access and read the linked information. By accepting this Agreement, you also agree that your use of some Brokerly-branded websites or other websites we operate may be governed by separate terms and conditions, agreements, and privacy policies.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

1. Brokerly SERVICE

Users who want to use our platform are paired with Service Providers who have registered with Brokerly. Subject to Brokerly’s terms and conditions of its services and policies, Brokerly avails its platform to Service Providers who agree to participate in it.

In addition, we display consumer reviews and ratings on a variety of Service Providers based upon the actual first-hand experiences those consumers had with those Service Providers and also provide you with the opportunity to provide your own reviews and ratings on the Service Providers with whom you have first-hand experiences.

(a) Brokerly Subscriptions and Plans
Brokerly members have one of the following annual membership plans: Silver, Gold, Platinum, and Diamond (“Plans”). Service Providers can log in to the dashboard. Brokerly.com and check your Manage My Account page to confirm which Subscription or Plan you currently have.

(b) Brokerly earns revenue from Subscriptions and Service Providers who meet certain eligibility requirements and pay Brokerly to advertise their services to Users.

For example, Service Provider can pay Brokerly to offer Promotions on the website, through the Call Center, enhanced profiles, direct mail, or other services. Unless otherwise prohibited by law, Service Provider offering Promotions may offer a discount or benefit to Brokerly ’s Users.

(c) Membership Benefits
The benefits of the Service Provider Plan are available only while your Plan is active and your Brokerly account is in good standing. Brokerly reserves the right to modify the Plans at any time and at its sole discretion. The details of your selected Plan, including the price and the various benefits offered therein, might be different than those details applicable to another new or existing member who purchased the same Plan in the same market. You may check your plan details at Brokerly.ai on your Manage My Account page, or by contacting an Brokerly accounts specialist.

1. REGISTRATION INFORMATION
   As a condition of your use of the Service, you agree to (a) provide Brokerly with true, accurate, current, and complete information as prompted by the Brokerly registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy, and completeness of such information.

Service Provider’s Responsibilities. By participating and listing services with Brokerly, Service Provider agrees to:

Participation. Upon submitting your information, each party’s Acknowledgement shall be deemed incorporated into this Agreement and will serve as a record of those individuals who are deemed Service Providers pursuant to this Agreement. Service Provider agrees that the actions of its employees, partners, and members with respect to this Agreement and the Acknowledgement are attributable to Service Provider. However, at no point shall Brokerly be required to share or send user’s information to any Service Provider and Brokerly may at any point add or remove Service Providers from those eligible to receive Leads under this Agreement using the Acknowledgment.
Services. Service Provider will assist all leads with the Acknowledgement, and consistent all applicable federal, state, and local laws; all standards of practice, and code of ethics, for any association to which Business belongs; and all bylaws, rules, and regulations for any multiple listing service to which the Business belongs.
lead Status. Service Provider shall report the accurate status of all accepted leads in a manner consistent with the requirements in the Acknowledgement, and upon request by Brokerly.

1. LEAD MANAGEMENT
   As a Program participant, the Service Provider may receive access to certain leads with the following understandings and agreements:

No obligations or guarantees. Brokerly is not obligated to provide leads and cannot make any guarantees regarding the number of leads, the quality of leads, or the frequency of leads that the Service Provider may receive.
Satisfaction. The service Provider acknowledges and agrees that the satisfaction of leads and their use of the Platform is an integral part of the success of the Program. As such, it is important that the Business and its Members utilize the Platform and keep Brokerly informed about the current status of all leads, and quickly investigate any cause of leads dissatisfaction. If a lead determines that Service Provider is unable to provide satisfactory service, then Service Provider shall notify Brokerly immediately. Brokerly may ask Service Provider to stop working with the lead or request other reasonable actions on the part of the Service Provider to ensure lead satisfaction, to which Service Provider hereby agrees to comply with such requests.
Use of the Platform. Service Provider shall utilize Brokerly’s Platform to facilitate its services to all users and agrees to respond to all reasonable requests from Brokerly representatives. Doing so helps Brokerly track Platform usage and user satisfaction upon closing a transaction with a lead, the Service Provider agrees to upload the closing statement to the Platform no later than five (5) days following the closing. Brokerly has the right to require how reports and documents are provided through its platform.

Exclusivity; Non-exclusivity. The service Provider understands that leads may, or may not, be exclusive to Service Provider. Exclusivity will depend on factors such as the Service Provider closing ratio, Brokerly and Service Provider’s experience in a market, competition in the geographic area, and various other measures to ensure a lead is responded to as quickly as possible and secured as a client of a Service Provider.

1. Lead Acceptance.
   When Brokerly informs a Service Provider that a lead(s) is available, the Service Provider will be given the opportunity to accept or deny the lead according to the following understandings and agreements:

Authority. Business acknowledges that Employees/Members/Authorized Agents & Users have the authority to accept or deny a lead(s) on Service Provider’s behalf.
Acceptance. All lead(s) delivered to Service Provider shall be considered accepted Leads upon delivery (“Lead(s) Acceptance”) unless one of the following applies:
Denial. Service Provider has the right to deny a lead(s) by providing written notice to Brokerly within seventy-two (72) hours of lead(s) Acceptance. Denying a lead(s) does not relieve the Business obligations in the Compensation section of this Agreement should the Service Provider end up representing the Lead in the following twenty-four (24) months (the “Lead Coverage Period”).
Existing Customer or Client. If Service Provider delivers documented proof within twenty-four (24) hours of Lead(s) Acceptance that the lead(s) was currently under a contract with Business at the time of Lead(s) Acceptance or has been in communication with Service Provider on their own effort within fifteen (15) days prior to Lead(s) Acceptance, then Business shall be relieved of its obligations in the Compensation section of this Agreement.

1. COMPENSATION, SERVICE FEES, AND BILLING METHODS; AUTOMATIC RENEWAL

Compensation.
Service Provider agrees to pay Brokerly agrees to pay membership fees to Brokerly to join it’s network platform and pay for each accepted lead for any services of any and all transactions.

Membership Fee
Silver Plan. FREE Plan (No Leads Provided)
Gold Plan. $299 annual membership fee + $25 per lead
Platinum Plan. $499 annual membership fee + $15 per lead
Diamond Plan. $999 annual membership fee + $0 per lead

Brokerly will charge Service Provider a non-refundable membership fee in order to provide the Service. Your membership fee is the amount you were charged for one term of your Subscription or Plan, not including any promotions or discounts that may have been applied (the “Membership Fee”). For this or other reasons, the Membership Fee might be different than the amount paid by another new or existing member who purchased the same services in the same market. You may check your account online or call an Brokerly call center representative if you have any questions.

You acknowledge that Brokerly reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees may be paid in advance by credit card, debit card, or PayPal.

Lead(s) Fee
The service Provider agrees to pay the below-listed lead fee on all successful leads it has accepted.

Silver Plan. FREE Plan (No Leads Provided)
Gold Plan. $299 annual membership fee + $25 per lead
Platinum Plan. $499 annual membership fee + $15 per lead
Diamond Plan. $999 annual membership fee + $0 per lead

Payment and Disputes.
Service Provider will be charged Lead Fee on the fourteen (14) day of accepting lead by card on record with Brokerly or may pay in advance by wire transfer or prepayment. If the Service Provider has a reasonable basis to delay or dispute any part of the lead fee or the signup fee, the Service Provider will notify Brokerly in writing within three (3) calendar days from the due date. If the Service Provider does not notify Brokerly in writing within three (3) calendar days, the Service Provider waives all rights to dispute. Brokerly may delay billing, but in no event will a delay in that billing waive Brokerly’s rights to payment.

Compensation is still due if there is a transfer
Should the Service Provider transfer the lead(s) to another Service Provider, and should the other Service Provider enter into any transaction with the lead(s) during the Lead Coverage Period, the Service Provider shall pay Brokerly the respective lead(s) fee as if the Service Provider had directly participated in the transaction.

Automatic Renewal
If you have paid a membership Plan (e.g., Silver, Gold, Platinum, or Diamond), Brokerly will automatically renew your Plan for one year at the Membership Fee for the Plan (as such Membership Fee may be modified as provided above) using the credit card, debit card or other payment information on file with Brokerly. Such renewal payment will take place on or about the anniversary date aka your Renewal Date. Your Plan will continue, and your payment method will be charged, the Membership Fee until you cancel the Plan.

If the payment processing for the renewal of your Plan fails for any reason, we will attempt to process your renewal for a period up to one hundred eighty (180) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by Brokerly). Except as otherwise required by applicable law, you agree that Brokerly will not provide you with any notices prior to each annual renewal payment.

Authorization to Update Credit Card Account Information; Account Updater
If the credit card or debit card provided by you to Brokerly has expired during an attempt to renew Membership Fees pursuant to this Section, you authorize Brokerly to revise the expiration date and proceed with billing using the same credit or debit card account. In addition, as a convenience to you, Brokerly contracts with a third-party service that refreshes expired or replaced credit card and debit card numbers with the numbers of any replacement cards so that your paid Services do not lapse because the credit card or debit card information initially on file with Brokerly has expired or changed (“Account Updater”).

By registering for the Service and receiving a Plan, you consent to and authorize Brokerly ’s disclosure of your credit or debit card information to Account Updater. You further consent to the third party’s use of such information solely in connection with Account Updater. You also consent to Brokerly’s receipt and use of updated credit card or debit card account information from your financial institution in connection with the provision of the Service as provided in this Agreement and the Privacy Policy.

1. CANCELLATION. REFUND AND CHARGEBACK

Canceling your Plan
This Agreement shall become effective on the signup date and will remain in effect until terminated by either Party pursuant to this section. Brokerly or Service Provider may terminate this Agreement, with or without cause, at any time upon thirty (30) days prior to written or emailed notice of termination to the other party. The Service Provider must fill out the cancellation form in its entirety and submit it to Brokerly in order to process the cancellation and reconfirm it with a cancellation confirmation number.

No Impact by Third Parties
The Lead Fees owed to Brokerly are not impacted, reduced, or waived due to any other Lead, fee, commission, or other payment that the Service Provider may owe to any other third party based on a lead’s transaction.
Termination of this Agreement by either party shall have no impact on any compensation, credits or discounts, or other amounts owing or payable, or that are later earned as a result of a Lead Acceptance by Service Provider which occurred prior to the termination of this Agreement.

Membership Fee Refund Policy:
Automatic Renewal Refund—Regardless of when you joined Brokerly, if your Plan automatically renews and you cancel your Plan within thirty (30) days after your Renewal Date, you may request a full refund of the Membership Fee.
Under no circumstances shall refunds exceed the amount you paid for your Membership Fee during the prior membership term.

If Brokerly terminates your account for any reason and you are not in breach of this Agreement, Brokerly will refund your Membership Fee on a pro-rata basis from the date of such termination to the end of the then-current term.
Members are not entitled to refunds of their Initial Membership Fee paid at the time of signup as it is a non-refundable fee.

Chargeback
All chargebacks are thoroughly investigated and reported to the Service Provider and are subject to heavy fines and/or other legal action, that could be made against the Service Provider. False claims of fraud can also have a direct effect on the Service Provider’s credit rating. Service Provider must report all disputes within three (3) calendar days. If the Service Provider disputes a wrongful chargeback with their credit card issuer without notifying Brokerly, then the Service Provider waives all rights to dispute and shall pay Brokerly an “Administrative Fee” in the amount of $150 along with attorney cost and any additional collection cost/charges.

1. CONTENT SUBMISSIONS, PUBLICATION, AND DISTRIBUTION

REVIEWS
In order for you to collect reviews and ratings on the Website, you acknowledge and agree that the:

All of your reviews and ratings will be based on actual first-hand experiences with the Service Providers being reviewed.
All of your reviews and ratings of the Service Providers that are rating will be accurate, truthful, and complete in all respects
Service Provider cannot invite or collect review from any employee, or person who owns any interest in, or serves on the board of directors of, not in any way related (by blood, adoption, marriage, or domestic partnership to any of the Service Providers for which you are collecting reviews or ratings
User understands their name and review information will be made available to the Service Providers on which you review; and Brokerly may redact, delete, or reject your reviews if they do not conform with Brokerly’s publication criteria, which may change from time to time at Brokerly’s sole discretion.

CONTENT LICENSE AND PROMOTION PLACEMENT
Although Brokerly does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials you give us (collectively, the “Content”), by providing Content for the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Brokerly an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Brokerly with Content, you automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on our Website by any other party.

You understand that Brokerly may display, disseminate, or place Promotions near, with, or adjacent to your Content in any form or media (whether now known or subsequently created). The manner, mode, and extent of such Promotions are subject to change at Brokerly’s discretion and without notice to you.

PUBLICATION AND DISTRIBUTION OF CONTENT
Brokerly does not guarantee the accuracy, integrity, quality, or appropriateness of any Content transmitted to or through the Service. You acknowledge that Brokerly simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Service Providers in response to Content (“Service Provider Content”). You understand that all Content and Service Provider Content posted on, transmitted through, or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that Brokerly does not control and is not responsible for Content or Service Provider Content made available through the Service and, that by using the Service, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment and bear all risks associated with the use of any Content and Service Provider Content.

You further acknowledge that Brokerly has no obligation to screen, preview, monitor, or approve any Content or Service Provider Content or Content posted or submitted by any other Brokerly member or any Service Provider. However, Brokerly reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness, or appropriateness of any Content that you submit, receive, access, transmit, or otherwise convey through the Service. Under no circumstances will Brokerly be liable in any way for any Content or Service Provider Content, including, but not limited to, any Content or Service Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Service Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. you waive the right to bring or assert any claim against Brokerly relating to Content or Service Provider Content, and release Brokerly from any and all liability for or relating to any Content or Service Provider Content.

1. TERMS AND TERMINATION.
2. Term and Termination. The term of this Agreement (“Term”) will be in effect and continue so long as you have an active Subscription or Plan. In other words, the Term shall continue through each automatic Plan renewal until termination by either party in accordance with the terms of this Agreement.

Brokerly or Service Provider may terminate this Agreement, with or without cause, at any time upon thirty (30) days prior to written or emailed notice of termination to the other party. Service Provider must fill out the cancellation form in its entirety and submit it to Brokerly in order to process the cancellation and reconfirm it with a cancellation confirmation number.

Brokerly may, for any reason in its sole discretion, immediately terminate this Agreement, your account, and your access to the Service. If Brokerly merely terminates your account for its convenience and you are not in breach of this Agreement, Brokerly will refund your Membership Fee on a pro-rata basis from the date of such termination to the end of the then-current term.

1. Effect of Termination. Termination of this Agreement by either party shall have no impact on any compensation, credits or discounts, or other amounts owing or payable, or that are later earned as a result of a Lead Acceptance by Service Provider which occurred prior to the termination of this Agreement.

Termination of your account will also include removal of your access to all offerings of the Service, deletion of your password, deletion of all related information and files, may include the deletion of the Content associated with your account (or any part thereof), and barring your further use of the Service.

1. NO WARRANTIES. INDEMNIFICATION. LIMITATION OF LIABILITY. MORTGAGE.
2. No warranties. All lead(s) are made and lead(s) are accepted by the Service Provider on an “AS IS” basis without warranty of any kind. Brokerly ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT, OR FAILURE BY THE SERVICE. Brokerly EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR Brokerly COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT THE USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.
3. Indemnification. Service Provider and Brokerly agree to indemnify and hold the other Party harmless from and against any all claims, losses (financial or otherwise), damages, liabilities, costs, fees, increased taxes, or expenses (including, without limitation, court costs and reasonable attorneys’ fees) which may be incurred or which may be claimed by any person as a result of acts or omissions of the indemnifying Party, its directors, officers, employees, or Members relating to the exercise of, or the failure to exercise, the indemnifying Party’s obligations under this Agreement.
4. Limitation of Liability. The liability, if any, of Brokerly under this Agreement for any claims, costs, damage, losses, and expenses for which it is or may be legally liable, whether arising in negligence or other torts, contract or otherwise, will not exceed in the aggregate the greater of (i) Liability for damages will not exceed the equivalent of One (1) month of service provider membership fee, or (b) $1,000. In no event will Brokerly or its respective Members, servants, representatives, or employees be liable for indirect, special, consequential, punitive, or exemplary damages.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Brokerly WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF Brokerly HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY Brokerly OR THE FAILURE OF Brokerly TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

TO THE EXTENT Brokerly IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, Brokerly’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE (I.E., THE AMOUNT OF YOUR ANNUAL MEMBERSHIP FEE DIVIDED BY TWELVE).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT Brokerly CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO Brokerly THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR Brokerly, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF Brokerly TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY Brokerly. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF Brokerly TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY Brokerly. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT Brokerly SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

1. Mortgage. Service Provider agrees to carry, at its own expense, at all times during the term of this Agreement, commercial general liability, and errors and omissions mortgage, with per-incident and aggregate limits that are consistent with common practice in the jurisdiction in which Service Provider operates, provided, however, that under no circumstances shall such limits be less than applicable legal or regulatory minimum requirements. Such mortgage policies shall cover all activities by Service Provider contemplated under this Agreement.

1. MISCELLANEOUS.
2. No Assignment. This Agreement is personal to the Service Provider and may not be transferred, assigned, or delegated without the prior written consent of Brokerly.
3. Void Where Prohibited. Membership in the Service is void where prohibited.
4. Notices. All communications under this Agreement will be in writing and will be delivered via email, in person, or by mail courier, with return receipt requested to the addresses associated with each party’s designee identified in the signature block at the end of this Agreement. The Parties may designate different persons or addresses to which subsequent communications will be sent by sending a notice of such designations in accordance with this section.
5. Entire Agreement; Severability; Construction. This Agreement and any exhibits or addenda hereto, including, without limitation, the Lead Acceptance and all Acknowledgements signed by the Service Provider, set forth the entire agreement and understandings of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing and executed by all parties. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the invalidity of the provision will not affect any of the remaining provisions, and this Agreement will be construed as if the invalid, illegal, or unenforceable provision is not contained in the Agreement. No rule of strict construction shall be applied against either Party by virtue of that Party’s having drafted or recommended language.
6. No partnership or agency. Parties acknowledge the terms “partner”, “partners”, “partner Agent” or “partner Member” may be used by Service Provider and Brokerly in marketing material and elsewhere online, but it shall not be constructed as creating or constituting a true and actual partnership. Parties agreed that nothing contained in this Agreement or elsewhere shall be construed as creating or constituting a partnership, joint venture, or agency between the parties to this Agreement. Rather, the parties shall be deemed independent contractors with respect to each other for all purposes.
7. Force Majeure. Neither Party will be liable to the other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond its control and without the fault or negligence of such party. The foregoing shall not excuse any failure or delay in marketing any payment required by this Agreement.
8. Waiver of rights. No failure or delay on the part of either party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right precede any further exercise of that right. All rights and remedies provided or afforded by the applicable local, state, and federal laws and regulations shall be cumulative and not be exclusive of any other state or remedies.
9. Governing Law. This Agreement will be deemed to be a contract made under the laws of Virginia and will be constructed in accordance with Virginia law.
10. Survival. All agreements that by their context are intended to survive the termination of this Agreement will survive the termination of this Agreement. The Parties agree that all provisions of section 5 will survive termination of this Agreement.
11. Dispute Resolution. Any dispute or claim between the Parties arising out of, or in connection with, this Agreement will be subject to final, mandatory, and binding arbitration to be held in accordance with the relevant rules of the American Arbitration Association (“AAA”). Judgment upon an award rendered by the arbitrator may be entered in any court having jurisdiction over the award and against the Party against whom enforcement is sought or that Party’s assets. The procedures and laws applicable during the arbitration will be both the AAA rules and the internal substantive laws of Virginia. In such arbitration, the award or decision will be rendered by an arbitrator appointed by the mutual consent of the Parties. The arbitrators will be persons who are not employees, Members, or former employees or Members of either party.
12. Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy, or claim, past, present, or future, between you and Brokerly, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), you and Brokerly may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section is the physical address that you have provided to Brokerly.
13. Excluded Disputes. You and Brokerly agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.
14. Waiver of Right To Be A Plaintiff &/or Class Member In A Class Action. To fullest extent permitted by applicable law, You and Brokerly agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard, or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability, or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
15. Attorney’s Fees. Any action to interpret or enforce this Agreement shall entitle Brokerly to recover any costs and expenses, including reasonable attorney’s fees it may have incurred from the Service Provider.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of which is deemed to be an original and all of which together shall constitute one single instrument. The Parties acknowledge that the delivery of executed counterparts of this Agreement may be effected by facsimile transmission or other comparable means with an original document delivered promptly thereafter.
17. Modification, Limitation & Discontinuance of Service. Brokerly reserves the right at any time to limit access to, modify, change or discontinue the Service with or without notice to you and we shall not be liable to you for any such modification, suspension, or discontinuance of the Service. you agree that Brokerly will not be liable to you or to any third party for any such limitation, modification, change, suspension, or discontinuance of the Service. you agree that Brokerly may establish general practices, policies, and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Service in a given period of time. you agree that Brokerly has no responsibility or liability for the deletion or failure to store any reviews, ratings, and other communications maintained or transmitted by or through the Service. you agree that Brokerly has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Brokerly will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website www.Brokerly.com). you will receive notice if modifications to the Agreement are made. Brokerly will make note of the date of the last update to the Agreement on the first page of this Agreement. you are responsible for reviewing these terms and conditions regularly. your continued use of the Service after such modifications will be deemed to be your conclusive acceptance of all modifications to this Agreement. If you are dissatisfied as a result of such modification(s), your only recourse is to immediately discontinue the use of the Service.

1. Delays. The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Brokerly is not responsible for any delays, failures, or other damage resulting from such problems.
2. This Agreement may not be re-sold or assigned by you. If you assign or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Brokerly’s rights if Brokerly fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and Brokerly agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment, or agency relationship exists between you and Brokerly as a result of this Agreement or use of the Service. you acknowledge and agree that each of the Released Parties shall be an intended third-party beneficiary of this Agreement.
3. Confidentiality. Service Provider agrees it will not use for its own purposes, will remain in the strictest confidence, and will not disclose to any third party, unless by a subpoena or court order, all information and data (i) belonging to or relating to the business of Brokerly (including, without limitation, the terms of this Agreement), or (ii) disclosed or communicated to it by Brokerly in connection with the terms and provisions of this Agreement (including, without limitation, all Lead information). In the event Service Provider breach any parts of this Agreement they shall not disparage, discredit, or disgrace Brokerly, its directors, officers, employees, and affiliated corporations of Brokerly in front of or to any person, company, or form whether in person or elsewhere virtual/online. All parties agree that Brokerly could suffer irreparable harm and that the number of monetary damages may be impossible to calculate. Thus, Brokerly will be entitled to injunctive relief in addition to any other rights to which Brokerly may be entitled, without the necessity of proof of actual damages.

This Agreement governs your use of the Service and constitutes the entire agreement between you and Brokerly. It supersedes any prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between you and Brokerly regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, Service Providers and others. you represent and warrant that those third-party agreements do not interfere with your obligations and duties to Brokerly under this Agreement.

By using Brokerly Service Provider certifies that they have received full authorization from an officer or managing, designated, or principal to sign this agreement on behalf of the business.

As a Member affiliated with Business, acknowledge receipt of the Brokerly Terms of Use and Terms of Service, and further acknowledge that Service Provider has read and understands the Agreement and agrees to be bound by the terms thereof.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.