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Terms of Service

Welcome to the Terms of Service Agreement (“Agreement”). This is a legal agreement between you and Broker Exchange Network, LLC, operating as BrokerCell.com (hereinafter referred to as “BrokerCell,” “We,” “Us,” or “Our”). BrokerCell provides the services (“Services”) available through BrokerCell.com (the “Site”) to you as a registered subscriber or authorized user, subject to the terms and conditions of this Agreement. In this Agreement, “Member,” “You,” “Your,” and “Yourself” refers to an individual accessing the Site, regardless of the specific BrokerCell products or Services purchased or licensed. To the extent applicable, “Member,” “You,” and “Your” also includes any company or organization on whose behalf an individual is accessing the Site.

By accessing the Site, You expressly acknowledge and accept the terms and conditions of this Agreement. The Agreement will remain in effect until terminated according to Section 5 (Termination). This Agreement does not constitute a transfer of any of BrokerCell’s property, rights, or interests, nor does it grant a license to any of BrokerCell’s intellectual property.

Modification


BrokerCell reserves the right, in its sole and absolute discretion, to modify or discontinue the Site, or modify the terms and conditions of this Agreement, at any time without providing notice or reason to You. All changes to the terms and conditions will become effective 45 days after they are initially posted on the Site. If a modification is unacceptable to you, you may terminate this Agreement by notifying BrokerCell as outlined in Section 5 (Termination). If you do not notify BrokerCell of your desire to terminate the Agreement within 15 days following the posting of modifications, your continued use of the Site will be considered as your acceptance and agreement to be bound by the modifications.

Conditions for Membership
BrokerCell accepts only those Members who meet our strict membership criteria. BrokerCell, in its sole and exclusive discretion, admits Members primarily engaged in the computer parts industry, including resellers, dealers, brokers, service centers, manufacturers, integrators, or similar entities under specific conditions. BrokerCell expressly reserves the right, in its sole discretion, to deny free trials and memberships to competitors, including but not limited to IT parts listing services, sourcing service websites, IT brokering websites, or any company or individual that is a parent, subsidiary, division, or affiliate of an entity that competes with BrokerCell. Any competitors or their affiliates who gain membership through standard, erroneous, or fraudulent means are in violation of this Agreement and applicable laws, will have their Service immediately terminated, and may face legal action from BrokerCell to the fullest extent permitted by law. BrokerCell may, at its sole discretion, refuse membership or Service to any person or entity at any time, for any reason or no reason at all.

Membership

Company Membership

To join the Site as a trial or subscribing company, log on to www.BrokerCell.com, select the appropriate link, and complete the required forms. All information provided about yourself and your company must be valid, current, and accurate to the best of your knowledge, or you may face denial, termination, or suspension of your membership. After submitting the required information, a BrokerCell representative will review your application. During this time, you may be eligible for a free trial membership (“Free Trial”). Throughout the Free Trial period, your company will have access to BrokerCell’s Platinum Service level. The individual who registers your company will automatically become the company administrator (“Administrator”). A BrokerCell representative will then send the Administrator a password (“Password”) and login details (“Login”). All Logins and Passwords are considered the property of BrokerCell and are to be used solely by the designated Administrator. Misuse of these credentials may result in suspension or termination of your company’s membership and services. The Administrator is tasked with authorizing other individuals within your company to access the Site as Members (“Members”), managing these Members, their actions, and their access levels. These security levels can be adjusted by the Administrator or a BrokerCell representative at their exclusive discretion. Following the expiration of your Free Trial, your company may choose to continue using our Services. At this point, payment information will be required when your Administrator selects your service level. The rules regarding Administrators, Members, Login, and Password will remain in effect after your Free Trial period ends and payment for continued service begins. Company membership can be suspended or terminated at any time without notice, at the sole and absolute discretion of BrokerCell.

Member of a Subscribing Company

To join as a Member of a Free Trial or subscribing company, visit www.BrokerCell.com, select the appropriate link, and complete the necessary forms. All information you provide about yourself must be valid, current, and accurate to the best of your knowledge, as failure to do so may result in denial, termination, or suspension of both membership and services. Once you have submitted the required information, a BrokerCell representative, at their sole and exclusive discretion, may grant you access by sending you a Login and Password via email, assuming your company is currently enrolled as a Free Trial or a paying member and your application has been approved by your Administrator. All Logins and Passwords are the property of BrokerCell and are intended for use solely by the designated Member. Misuse of these credentials may lead to suspension or termination of your company’s services. If you are unable to locate your company during the sign-up process, please contact your company Administrator for assistance.

Billing

Your BrokerCell Service is billed either on a semi-annual or annual basis, unless a custom plan is arranged at BrokerCell’s sole discretion. The minimum subscription term for BrokerCell Service is twelve (12) months. Additional BrokerCell products, such as BrokerBox services, custom memberships, or other services, are also billed annually with a minimum commitment of one (1) year and are subject to this Agreement. All subscription fees are payable in advance and are non-refundable, in whole or in part.

Credit Cards

BrokerCell accepts Visa, MasterCard, American Express, and Discover for payment. Billing occurs proactively on the 1st, 8th, 15th, or 22nd of the month, depending on your selected Service plan. Invoices are available upon request and are typically not mailed unless specifically requested. Should you require a mailed invoice, administrative fees may apply and will be billed to your account.

Company Checks, Wire Transfer, and ACH Payments

BrokerCell accepts company checks, wire transfers, and ACH payments as valid payment methods. Billing for these payment options occurs annually. BrokerCell will impose a $30 service fee for each check that is returned due to insufficient funds (NSF) or for any other reasons if not honored.

Late Payments

Accounts that become past due may be suspended or canceled without notice once payments are 15 days overdue. BrokerCell reserves the right to impose a $15 late fee per month on any account that is past due. You agree to be responsible for all attorneys’ and collection fees incurred from efforts to collect any unpaid balance of your account(s). In the event of cancellation or termination of your account, you agree to be billed for and to pay any outstanding balance upon demand. You must report any billing discrepancies to BrokerCell within 90 days from the date they first appear on your account statement. If not reported within this timeframe, such discrepancies will be deemed accepted by you for all purposes, including the resolution of inquiries made by your credit card issuer. You waive the right to claim any losses and release BrokerCell from all liabilities arising from any billing error or discrepancy that is not reported within the 90-day period.

Billing Changes

BrokerCell reserves the right, at any time, to modify its fees and billing methods, including introducing supplemental fees or separate charges for online areas, content, or services provided by BrokerCell. Any changes will be effective 45 days after they are posted on the Site (the “Effective Date”). In addition to site postings, BrokerCell may, at its sole discretion, choose to notify members of such billing changes through additional methods such as pop-ups, email, or U.S. Mail to the address on file with your Administrator. If you find any such changes unacceptable, you may terminate your membership as outlined in Section 5 (Termination). Your continued use of the Site after the Effective Date signifies your acceptance of the new billing terms. You acknowledge that the notification methods mentioned are sufficient to inform you of any changes regarding the billing for Services.

Termination

This Agreement may be terminated by you by providing 45 days advance written notice to BrokerCell. You can notify us through one of three methods: (1) email to support@BrokerCell.com. BrokerCell will not provide refunds under any circumstances for members who choose to terminate their membership(s)/account(s) before the end of their subscription period. At its sole discretion, BrokerCell may terminate this Agreement and your access to the Services at any time without providing notice or reason. If BrokerCell receives any “ethics complaint” regarding your conduct, BrokerCell may, in its sole discretion, terminate your access to the Services. You are prohibited from mining, harvesting, or scripting any data from this Site; should BrokerCell find any evidence of such activity, your access to the Services may be terminated immediately and without notice. Such activities are considered harmful to BrokerCell’s business, and BrokerCell may seek monetary damages and/or equitable relief from you as a result. Additionally, BrokerCell may suspend your access to the Site at any time, without notice or reason. No refunds will be issued if your account is terminated or suspended.

Access and User Responsibilities 

All Logins and Passwords are the property of BrokerCell and may be revoked at any time without notice. Logins and Passwords must be unique and meet the standards set by the Site. They are intended solely for the use of the designated Administrator or Member. Logins and Passwords provided to Members are non-transferable and must only be used by the individuals registered under those credentials. Unauthorized use of these credentials may lead to the suspension or termination of the company’s membership and services. Lost Passwords can be retrieved by logging onto the Password Recovery section, speaking to your company Administrator, or contacting a BrokerCell representative.

You and your Administrator are responsible for the removal of Members and their user information when a Member of your company leaves, is terminated, or violates the terms of this Agreement. You understand and agree that unauthorized logins are strictly prohibited, even if they are performed using legitimate Logins and Passwords. Unauthorized logins include, but are not limited to, those by competitors and their affiliates, terminated Members, and site hackers.

BrokerCell’s Site is protected under copyright and other laws. Any reproduction or distribution of information from this Site to any third party is strictly prohibited without prior written consent.

BrokerCell does not claim that its Services are appropriate or available for use in every location. Those choosing to access the Services do so on their initiative and are responsible for compliance with local laws. Use of the Services is void where prohibited by law. Software available through the Services is subject to United States export controls and may not be downloaded, exported, or re-exported to (i) any country to which the U.S. has embargoed goods; or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons, Unverified, or Entity Lists. By using or downloading any software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Additionally, You agree that You will not:

  1. Take any action that imposes, or may impose, an unreasonable or disproportionately large load on BrokerCell’s infrastructure.
  2. Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your information) from the Site without the prior expressed written permission of BrokerCell and the appropriate third party, as applicable.
  3. Interfere with or attempt to interfere with the proper working of the Site or any activities conducted on the Site.
  4. Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission.
  5. Post content or items in inappropriate categories or areas on the Site.
  6. Use the Site for any unlawful, fraudulent, or contrary purposes to this Agreement and the policies of BrokerCell, and cooperate fully with BrokerCell to investigate any suspected unlawful, fraudulent, or improper activity, including but not limited to granting authorized BrokerCell representatives access to any password-protected portions of Your Member account.
  7. Use the Site if You are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Site.
  8. Interfere with any other Member’s listings.
  9. Use the Site in any manner that harasses another Member or could interfere with any other party’s use or enjoyment of the Site. You will respect the privacy of others and not use the Site for unwelcome, rude, or abusive communications.
  10. Attempt to gain unauthorized access to any Member account information, computer systems, or networks associated with the Site.
  11. Attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site.
  12. “Frame,” “mirror,” or otherwise copy any portion of the Site without BrokerCell’s express written authorization.
  13. Use false identities or impersonate any other person or use a name that You are not authorized to use.
  14. Post false, inaccurate, misleading, defamatory, or libelous content on the Site (including personal information).
  15. Transfer Your Login and/or Password to another party without BrokerCell’s consent.
  16. Distribute or post unsolicited bulk e-mail or spam to Members or users of the Site.
  17. Distribute viruses or any other technologies that may burden or harm BrokerCell or the interests or property of BrokerCell’s Members.
  18. Copy, modify, or distribute content from the Site or BrokerCell’s copyrights and trademarks.
  19. Solicit, harvest, or otherwise collect information about Members or users, including e-mail addresses.
  20. Encourage or instruct any other individual to do any of the acts prohibited by this section or to violate any term of this Agreement or BrokerCell’s policies.

Good Faith Clause

Each Member agrees to conduct business on the Site in a manner that is appropriate, honest, and ethical. This includes, but is not limited to, accurately representing the Member’s company, the Member’s information, and the quantity, condition, age, stock status, price, and description of products listed on the Site. Any manipulation of the system to obtain premium listings is expressly prohibited. If any manipulation is observed, BrokerCell encourages you to report such conduct. Business on the Site that is not conducted in good faith may lead to suspension or termination of services at BrokerCell’s sole and exclusive discretion.

Confidential Disclosure

You understand and agree that information accessed through BrokerCell’s Site contains proprietary information that belongs to BrokerCell. You agree not to copy, disclose, or allow third parties access to any part of this information, which includes, but is not limited to, the Site’s design, software, navigation, features, as well as information about other Members and the products they list on the Site. Furthermore, you agree to prevent third parties from viewing your screen sessions and the information displayed during your access to the Site. The obligations specified in this Section 8 (Confidential Disclosure) will continue to apply even after the termination or expiration of this Agreement.

Content License

You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, email, transmit, or otherwise make available on our Site (“Your Content”). You certify that you own all intellectual property rights in Your Content. You hereby grant us, our affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable license (through multiple tiers) to use, reproduce, create derivative works from, distribute, publicly perform, publicly display, transfer, transmit, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on our Site, (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (iii) storing Your Content in a remote database accessible by end users, for a charge. This license applies to the distribution and storage of Your Content in any form, medium, or technology now known or later developed.

Unauthorized Use of Copyrighted Materials and Trademarks 

BrokerCell is, unless otherwise stated, the owner or licensee of all rights in this Site and its contents, software, databases, and Services. The materials contained in this Site are protected by copyright and trademark laws of the United States, international conventions, and the laws of other countries. No user of this Site has any right, title, or interest in the Site, its content, any intellectual property therein, unless such content, software, databases, or services have been specifically licensed to you in writing by BrokerCell or its licensor.

You are prohibited from using the Site or its Services to transmit, route, provide connections to, or store any material that infringes upon copyrighted works, trademarks, or otherwise violates, or promotes the violation of, the intellectual property rights of BrokerCell or any third party.

BrokerCell is committed to respecting others’ intellectual property rights, and we ask our Members to do the same. BrokerCell may, in its sole and absolute discretion, terminate the accounts or access rights of Members who violate others’ intellectual property rights.

If you believe that your work has been copied in a way that constitutes copyright infringement on our Site, please provide the following information to BrokerCell’s Copyright Agent:

  1. An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
  2. A description of the copyrighted work that you claim has been infringed.
  3. A description of where the material that you claim is infringing is located on our Site.
  4. Your address, telephone number, and email address, so that we may contact you.
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  6. A statement by you, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

BrokerCell’s Copyright Agent for notice of claims of copyright infringement on our Site can be reached as follows:

BrokerCell.com | E-mail: support@BrokerCell.com

Release

If you have a dispute with one or more Members or users of the Site, you hereby release BrokerCell (and its managers, governors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Residents of other states, nations, and jurisdictions waive their rights under analogous laws, statutes, and regulations. The provisions of this Section 11 (Release) survive termination or expiration of this Agreement.

Indemnity

You hereby agree to indemnify, defend, and hold BrokerCell and all of our managers, governors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “BrokerCell Parties”) harmless from and against any and all allegations, demands, claims, liabilities, damages, losses, fines, penalties, costs, and expenses of whatsoever nature (including attorneys’ fees) incurred by any BrokerCell Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of:

  1. Your use of our Site;
  2. Any use or alleged use of your accounts or your Login/Password by any person, whether or not authorized by you;
  3. The content, the quality, or the performance of content that you submit to our Site;
  4. Your connection to our Site;
  5. Your violation of this Agreement; or
  6. Your violation of the rights of any other person or entity.

You may not enter into any settlement that adversely affects BrokerCell without our prior written approval. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

The provisions of this Section 12 (Indemnity) survive termination or expiration of this Agreement.

No Warranty; As Is

THE SITE AND SERVICES AND GOODS OBTAINED THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BROKERCELL EXPRESSLY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, REGARDING THE SITE, SERVICES, AND ALL COMMUNICATIONS BETWEEN MEMBERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NON-INFRINGEMENT. BrokerCell also makes no representation or warranty that the operation of the Site will be uninterrupted or error-free. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

The provisions of this Section 13 (No Warranty; As Is) survive the termination or expiration of this Agreement.

Limitation of Liability

BROKERCELL WILL NOT BE LIABLE TO YOU FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR ANY OTHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BROKERCELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, BROKERCELL’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) the total fees YOU PAID TO BROKERCELL in the 12 months prior to the action giving rise to the liability, or (B) $100. BROKERCELL WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE SITE OR SERVICES. Some states or other jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.

Without limiting the foregoing, under no circumstances will BrokerCell be held liable for:

  1. Other Members’ actions or inactions, including information they post on the Site. You acknowledge that BrokerCell is not involved in the actual transactions between Members who are buyers and sellers. BrokerCell has no control over and does not guarantee the quality, safety, or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
  2. Any incorrect or inaccurate information, whether caused by the Site, its users, or by any of the equipment or programming associated with or utilized in the Site. BrokerCell will have no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site. BrokerCell will not be responsible and assumes no liability for any problems or technical malfunction of any telephone network, cable or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to participants or to any other person’s computer, related to, or resulting from, participating in, or downloading materials of, the Site.
  3. Any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
  4. Any unauthorized use of proprietary or confidential information concerning your business contacts, including without limitation names and email/business addresses.

Without limiting the foregoing, you acknowledge that the Site contains links to websites controlled by companies other than BrokerCell, and you agree that BrokerCell is not responsible for and does not endorse, or accept any liability for, the content or use of those websites.

Electronic Communications Privacy Act Notice (18 U.S.C. § 2701-2711): Without limiting the foregoing, BrokerCell makes no guarantee of the confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. BrokerCell will not be liable for the privacy of the information, e-mail addresses, registration and identification information, disk space, communications, confidential or trade secret information, or any other content transmitted over networks accessed by the Site, or otherwise connected with your use of the Site.

The provisions of this Section 14 (Limitation of Liability) survive termination or expiration of this Agreement.

Privacy Policy

All of the information that we collect from you, such as registration and credit card information, is subject to our Privacy Policy. For a detailed description of how we handle and protect your personal data, please click here to view our full Privacy Policy.

Terms and Conditions

For a comprehensive understanding of the guidelines, rules, and regulations that govern your use of our services, please click here to view our full Terms and Conditions.

Binding Arbitration

Each party agrees that any dispute or claim related to this Agreement, its breach, or its subject matter shall be settled by binding arbitration under the commercial arbitration rules of the American Arbitration Association. The arbitrator’s decision shall be final and not subject to appeal. The arbitration shall take place in USA, and the arbitration award may be enforced in any court with jurisdiction.

If a member initiates a claim or counterclaim against BrokerCell, it must be on an individual basis, not as a class action or with other members.

This Agreement is part of a transaction involving interstate commerce, hence it is governed by the Federal Arbitration Act which will oversee the interpretation and enforcement of the arbitration proceedings. This Agreement does not fall under the United Nations Convention of Contracts for the International Sale of Goods, which is expressly excluded.

Despite the above, BrokerCell, the member, or any party involved may seek injunctions or equitable relief from state or federal courts located in Olmsted, Ramsey, or Hennepin County, Minnesota at any time. All parties consent to the exclusive jurisdiction and venue of these courts for actions related to injunctions or equitable relief before the conclusion of the arbitration.

The provisions of this Section 16 (Arbitration) will continue after the termination or expiration of this Agreement.

Relationship of the Parties

This Agreement does not create or intend to create any agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between the parties.

Electronic Signature Provisions

You represent and warrant that you have the legal right, power, and authority to agree to the terms of this Agreement on behalf of yourself and any subscribing member affiliated with you. Further, you agree that your use of the Site constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the Uniform Electronic Transactions Act (“UETA”). You acknowledge that you have formed, executed, entered into, accepted the terms of, and authenticated this Agreement, and recognize it as an electronic record valid under E-Sign, UETA, and the Uniform Computer Information Transactions Act, thereby making it legally effective, enforceable, and binding on you and any subscribing member affiliated with you. You consent to using electronic means to receive any notices required by this Agreement and to using electronic records to store information regarding this Agreement and your use of the Site and Services.

Governing Law

This Agreement and the rights of the parties under it shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Minnesota, excluding its conflict of laws rules, and the Federal Arbitration Act.

General Provisions

You may not assign or transfer this Agreement or any Member rights or obligations, in whole or in part, by operation of law or otherwise, without the prior written consent of BrokerCell, which may be withheld in its sole and exclusive discretion. BrokerCell may assign this Agreement in whole or in part without your consent.

No waiver of this Agreement, or any part thereof, will be considered binding unless it is in writing and signed by the party claimed to have made such waiver. No waiver of any breach or condition of this Agreement will be deemed a waiver of any other breach or condition, whether of a similar or different nature. Failure by either party to enforce any provision of this Agreement at any time will not be construed as a waiver of such provision.

This Agreement, along with the rules and policies of BrokerCell, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Should any provision of this Agreement be found invalid, illegal, or unenforceable in any jurisdiction, (a) it will be amended to conform to applicable laws so as to remain enforceable, or if it cannot be amended without materially altering the intent of the parties, it will be stricken; (b) this will not affect the provision’s validity in any other jurisdiction; and (c) the rest of the Agreement will remain in full force and effect. In place of any such invalid, illegal, or unenforceable provision, a legally valid and enforceable provision that most closely matches the intent of the original provision will be included automatically in this Agreement.

The provisions of this Section 20 (General Provisions) will continue to apply even after the termination or expiration of the Agreement.

Website Hosting Agreement

Last revised: Jan 3rd, 2025
The following WEBSITE HOSTING SERVICE AGREEMENT (“Agreement”) is a legal agreement between you (“You” or “Your”) and Broker Exchange Network, LLC, operating as BrokerCell.com (“BrokerCell”). This Agreement is effective as of the date of electronic execution and sets forth the terms and conditions of your use of BrokerCell’s Website Hosting services (collectively, the “Services”). This Agreement represents the entire agreement between you and BrokerCell. By using the Services, you acknowledge that you have read, understand, and agree to be bound by all the terms and conditions of this Agreement, along with any policies (defined below and available on BrokerCell’s website).

In consideration of the mutual promises contained in this Agreement, BrokerCell and you agree:

1. Description of Service. 

BrokerCell currently provides the Services to its customers for a monthly fee. BrokerCell will host your website on BrokerCell’s servers, provided you abide by the terms and conditions set forth herein and in each of BrokerCell’s policies and procedures.

2. License of Your Web Site Content. 

You grant to BrokerCell, and BrokerCell accepts from you, a non-exclusive, worldwide, royalty-free license to copy, display, use, and transmit your website content on and via the Internet in connection with BrokerCell’s performance or enforcement of this Agreement.

3. Availability of Services. 

Subject to the terms and conditions of this Agreement, BrokerCell shall attempt to provide the Services 24 hours a day, seven days a week throughout the term of this Agreement. You agree that the Services may occasionally be inaccessible or inoperable for various reasons, including but not limited to: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs BrokerCell may undertake from time to time; or (c) causes beyond the control of BrokerCell or that are not reasonably foreseeable by BrokerCell, such as interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures. You acknowledge that the Internet is neither owned nor controlled by any one entity, thus BrokerCell cannot guarantee continuous or uninterrupted availability of the Services. BrokerCell commits to making every good faith effort to ensure that the Services are available as broadly as possible and with minimal service interruption. However, BrokerCell will not be responsible for, and no credit will be issued for (aa) periodic scheduled maintenance or repairs BrokerCell may undertake from time to time, (bb) errors caused by your custom scripting or coding, (cc) outages that do not affect the appearance of the website but merely affect access to the website such as FTP and email, (dd) causes beyond the control of BrokerCell or that are not reasonably foreseeable by BrokerCell, or (ee) outages related to the reliability of certain programming environments.

4. Web Site Content

4.1

Except to the extent you have purchased website design, development, or support services from BrokerCell, you shall be solely responsible for providing, updating, uploading, and maintaining your website and any and all files, pages, data, works, information, and/or materials on, within, displayed, linked or transmitted to, from, or through your website. This includes, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software, and text. Your website content shall also include any registered domain names provided by you or registered on your behalf in connection with the Services.

4.2

Notwithstanding anything in this Agreement to the contrary, if you are using ad-supported hosting, your website must not consist of the following types of pages: search results, registration, “thank you”, error, email, or chat pages, or pages comprised primarily of other advertising. Additionally, your website must not contain any of the following types of content: (a) pornographic, obscene, excessively profane, or adult-oriented content; (b) content promoting or facilitating computer hacking or cracking, copyright or trademark infringement, property destruction, or loss of information; (c) gambling; (d) illegal activities; (e) controlled substances, drug paraphernalia, or contraband; (f) weapons; (g) pirated materials; or (h) content that promotes hate, violence, or racial or ethnic intolerance.

4.3

You represent and warrant to BrokerCell that: (i) Your Content does not and will not contain any content, materials, data, work, trade or service mark, trade name, link, advertising, or services that actually or potentially violate any applicable law or regulation; (ii) infringe or misappropriate any proprietary, intellectual property, contract, or tort right of any person; and (iii) that you own your website content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use, and display the content on and within your website. You also warrant that the website being hosted by BrokerCell will not be used in connection with any illegal activity. If you are hosting your website on BrokerCell’s servers, you are responsible for ensuring there is no excessive overloading on BrokerCell’s servers. If you exceed your allotted bandwidth or disk space and thereby overload BrokerCell’s servers, you shall be liable for any associated fees, costs, and penalties. You may not use BrokerCell’s servers and your website as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited, and BrokerCell reserves the right to remove sites containing information about hacking or links to such information. Use of your website as an anonymous gateway is prohibited. BrokerCell prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by BrokerCell. You agree BrokerCell reserves the right to remove your website temporarily or permanently from its servers if BrokerCell is the recipient of activities that threaten the stability of its network. Furthermore, if you are using ad-supported hosting, you acknowledge and agree that BrokerCell has the right to terminate your Services at its sole discretion for any reason, including, but not limited to, your failure or unwillingness to comply with the terms and limitations of this Agreement, specifically, the content and material restrictions set forth in this Agreement. You agree not to engage in unacceptable use of any Services, which includes, without limitation, use of the Services to: (i) disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email, or unreasonably large volumes of email on a daily basis, provided, BrokerCell, in its sole discretion, may permit you, if you have a legitimate purpose and after request, to send more email than BrokerCell’s standard SMTP relay limit; (ii) disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (iii) disseminate or transmit files, graphics, software, or other material, data, or work that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (iv) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (v) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, and/or exemptions; (vi) interfere, disrupt, or attempt to gain unauthorized access to any computer system, server, network, or account for which you do not have authorization to access or at a level exceeding your authorization; (vii) disseminate or transmit any virus, Trojan horse, or other malicious, harmful, or disabling data, work, code, or program; (viii) engage in any other activity deemed by BrokerCell to be in conflict with the spirit or intent of this Agreement or any BrokerCell policy; or (ix) use your server as an “open relay” or for similar purposes. BrokerCell reserves the right, but is not obligated to review the content posted via the Services and to refuse or remove any such materials in its sole discretion, without notice at any time.

4.4

All activities on your website may be monitored, recorded, and examined by any authorized person, including law enforcement. BrokerCell reserves the right, but is not obligated, to review the content posted via the Services and to refuse or remove any prohibited materials at its sole discretion, without notice at any time. BrokerCell may disclose any of your information in its possession, including, without limitation, internet transmissions and website activity, in order to comply with a court order, subpoena, summons, discovery request, warrant, statute, regulation, or governmental request, to protect BrokerCell or others from harm, and/or to ensure the proper operation of the Services. BrokerCell has no obligation to notify any person, including the subscriber about whom information is sought, that BrokerCell has provided the information.

5. SSL Certificates. 

Any SSL certificate you purchase from BrokerCell or its affiliates to use in conjunction with the Services provided by BrokerCell is intended for its specific use as described in the Subscriber Agreement and will not be exported from the server to be used with any other web hosting service. If you are using an SSL certificate on a website hosted by BrokerCell, BrokerCell will generate and securely store a corresponding private key. For security reasons, BrokerCell will not release your private key, even upon your request. If you wish to export your SSL certificate for use on a non-BrokerCell server, you must make a request to BrokerCell no earlier than thirty (30) days after your initial SSL subscription began. After your account with BrokerCell has been canceled, your SSL certificate will become invalid.

6. Storage and Security. 

At all times, you shall bear full risk of loss and damage to your website and all of your website content. You are entirely responsible for maintaining the confidentiality of your password and account information. You agree that you are solely responsible for all acts, omissions, and use under and charges incurred with your account or password or in connection with the Site or any of your website content displayed, linked, transmitted through, or stored on the server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to your website content; (ii) maintain independent archival and backup copies of your website content; (iii) ensure the security, confidentiality, and integrity of all your website content transmitted through or stored on BrokerCell servers; and (iv) ensure the confidentiality of your password. BrokerCell’s shared hosting servers are not an archive and BrokerCell shall have no liability to you or any other person for loss, damage, or destruction of any of your content. You acknowledge and agree that BrokerCell has the right to carry out a forensic examination in the event of a compromise to your server or account.

7. Term. 

You agree to the initial term of service (“Term”) selected by you during the registration process or at the time of purchasing website design or development services from BrokerCell. Upon the expiration of your initial Term, your hosting service will automatically renew for the same period of time, not to exceed one year, and your payment method will be charged for the renewal term on the renewal date. You acknowledge and agree that if you do not wish to automatically renew your hosting services for the same period of time, it is your responsibility and obligation to access your account manager and manually turn off the default renewal setting. Failure to access your account manager and manually select to renew on a month-to-month basis will be deemed acceptance of the renewal term.

8. Failure to Pay. 

Your failure to remit payment to BrokerCell by the invoice due date is cause for removal of your website files from the BrokerCell hosting server. You agree that BrokerCell shall not be held liable for such removal or disconnection. BrokerCell may charge a reinstatement fee if your account is reinstated after such removal or disconnection.

9. Refund Policy. 

As detailed above, cancellation by you must be in writing and provided with 30 days notice. Setup charges are not refundable under any circumstances, and you are not entitled to any refund of any monies under any circumstances should this agreement be terminated before the end of the term of service.

10. Taxes 

BrokerCell shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from your or BrokerCell’s server. You agree to take full responsibility for all taxes and fees of any nature associated with such products sold.

11. Trademarks & Copyrights. 

You warrant that you have the right to use any applicable trademarks or copyrighted material used in connection with this service.

12. Third-Party Software 

If you install (or ask BrokerCell to install) any third-party software, the following terms shall apply. You represent and warrant that you have the right to use and install the third-party software, have paid the applicable licensing fees for the third-party software, and that the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify, and hold harmless BrokerCell and its employees, officers, and directors from and against any and all claims brought against BrokerCell and its employees, officers, and directors by a third-party alleging that the software infringes: (i) the third-party’s rights; or (ii) a U.S. patent, trademark, copyright, or other intellectual property right. You agree that in such an event you shall pay all resulting costs, damages, expenses, and reasonable attorneys’ fees that a court awards and settlements incurred by BrokerCell in connection with any such claims.

13. Age. 

You certify that you are of full legal age to enter into this agreement.

14. Policies 

You agree to adhere to all terms in the BrokerCell Terms of Service, Privacy Policy, and the terms and conditions of any other BrokerCell user agreements, along with any new, different, or additional terms, conditions, or policies that BrokerCell may establish from time to time. These are collectively referred to as the “Policies.” While BrokerCell will endeavor to provide you with reasonable advance notice of any changes to the Agreement that materially and adversely impact your use of the Services, BrokerCell reserves the right to modify the Policies at any time, in whole or in part, at its sole discretion, to accommodate the needs of BrokerCell’s customers, adapt to changing laws, and incorporate new technology. Changes to the Policies are applicable to you. You can review the most current version of the Policies on BrokerCell’s website. Posting such changes on the website constitutes notice to you, though BrokerCell may choose additional notification methods. Your continued use of the Services following notice constitutes your acceptance of all changes. If you do not agree to the changes, your sole and exclusive remedy is to cancel your account.

15. Termination 

This Agreement may be terminated by either party, without cause, by giving the other party 45 days written notice. Written notice may be by postal mail, email, or fax transmission. BrokerCell reserves the right to verify all cancellations before terminating service. Notwithstanding the above, BrokerCell may terminate service under this Agreement at any time, without penalty, if you fail to comply with any of the terms of this Agreement. Termination for any violation of the BrokerCell Policies and Terms of Service Agreement shall be immediate. BrokerCell may, at its option, cancel or suspend service immediately should it believe you have violated or are about to violate BrokerCell Policies or should you fail to remit payment to BrokerCell by your invoice due date. Written notice of cancellation may be by postal mail, email, or fax transmission.

15.1

If this Agreement or your use of the Services is terminated, or when the Term expires, it is your responsibility to move your website and website content off of BrokerCell’s hosting servers. BrokerCell will not transfer, FTP, or manage the transfer of your website or your website content to another provider. If your use of the Services is terminated prior to the end of its term, you must update and maintain the DNS information (including contact information) with the registrar and point your domain name to the proper server. You release BrokerCell from any losses suffered by you with respect to transitioning your domain name and website.

16. Force Majeure.

In the event of “force majeure,” BrokerCell may terminate this Agreement without liability to you. For the purposes of this Agreement, “force majeure” refers to circumstances or occurrences beyond BrokerCell’s reasonable control, whether or not foreseeable at the time of entering into the Agreement, which prevent BrokerCell from reasonably fulfilling its obligations under this Agreement. Such circumstances include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, the termination or temporary unavailability of any computer hardware, software, server, or network on which the BrokerCell Services are located or maintained or through which the Services are provided, and the non-availability of any permits, licenses, and/or authorizations required by governmental authority. BrokerCell reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that BrokerCell shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

17. No Assignment by You; Assignment by BrokerCell. 

This Agreement and the rights pertaining to it may not be assigned, resold, or otherwise transferred in whole or in part by you without BrokerCell’s prior written consent. Specifically, you are not permitted to sell accounts or subaccounts to third parties. Despite the foregoing, this Agreement shall be binding upon your successors and assigns, if any. BrokerCell may assign or license any or all of its rights and/or obligations under this Agreement at its sole discretion without restriction.

18. Disclaimer of Warranties and Representations. 

Without affecting the “No Warranty; As Is” provision contained in the Terms of Service, YOU ACKNOWLEDGE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS IS, AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BrokerCell HEREBY DISCLAIMS ANY WARRANTY OR CONDITION WITH RESPECT TO THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES AND SOFTWARE, OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE SERVICES AND SOFTWARE, OR THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND SOFTWARE MAY CONTAIN ERRORS. NO ADVICE OR INFORMATION GIVEN BY BrokerCell OR BrokerCell’S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, CUSTOMER SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. BrokerCell DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OF COMPUTER PROGRAMS AND CONTENT. BrokerCell DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. BrokerCell DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR BrokerCell IN PARTICULAR. BrokerCell WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT MAY BE SUFFERED BY YOU, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERRUPTIONS BY ANY CAUSE OR YOUR ERRORS OR OMISSIONS. USE OF ANY INFORMATION OBTAINED BY WAY OF BrokerCell IS AT YOUR OWN RISK, AND BrokerCell SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES. CONNECTION SPEED REPRESENTS THE SPEED OF AN END-TO-END CONNECTION. BrokerCell DOES NOT REPRESENT GUARANTEES OF SPEED OR AVAILABILITY OF END-TO-END CONNECTIONS. BrokerCell EXPRESSLY LIMITS ITS DAMAGES TO YOU FOR ANY NON-ACCESSIBILITY TIME OR OTHER DOWN TIME TO THE PRO-RATA MONTHLY CHARGE DURING THE SYSTEM UNAVAILABILITY. BrokerCell SPECIFICALLY DENIES ANY RESPONSIBILITIES FOR ANY DAMAGES ARISING AS A CONSEQUENCE OF SUCH UNAVAILABILITY.

19. Limited Liability 

Without affecting the limitation of liability contained in the Terms of Service, YOU EXPRESSLY AGREE THAT USE OF SERVICES IS AT YOUR SOLE RISK. NEITHER BrokerCell, NOR ITS EMPLOYEES, AFFILIATES, AGENTS, MERCHANTS, LICENSORS, OR THE LIKE, WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BrokerCell, ITS OFFICERS, AGENTS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES; THIS INCLUDES, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BrokerCell’S RECORDS, PROGRAMS OR SERVICES. THIS LIABILITY LIMITATION APPLIES EVEN IF BrokerCell HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT ON BrokerCell’S SERVERS PROVIDED THROUGH THE SERVICES. NOTWITHSTANDING THE ABOVE, YOUR EXCLUSIVE REMEDIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTIONS WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE DOLLAR AMOUNT WHICH YOU PAID DURING THE LAST YEAR OF THE TERM OF THIS AGREEMENT, AND TERMINATION OF THIS AGREEMENT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE RULES OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU OR BrokerCell MORE THAN ONE YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY, AND, IN SUCH JURISDICTIONS, BrokerCell’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

20. Indemnification. 

You agree to defend, indemnify, save, and hold BrokerCell harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees asserted against BrokerCell, its agents, its customers, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by you, your agents, employees, or assigns. You agree to defend (using counsel reasonably acceptable to BrokerCell), indemnify, and hold harmless BrokerCell against any and all claims, losses, damages, liabilities, and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of any of the following:

20.1
Your violation of this Agreement or the Policies.

20.2
The use by you or any third party of BrokerCell’s website, servers, co-location facilities, and services, except to the extent the foregoing directly results from BrokerCell’s own negligence.

20.3
Any use or alleged use of your accounts or your login/password by any person, whether or not authorized by you.

20.4
The content, the quality, or the performance of content that you include on your hosted website.

20.5
Your violation of the rights of any other person or entity.

20.6
Any injury to person or property caused by any products sold or otherwise distributed in connection with BrokerCell’s Server service.

20.7
Any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party.

20.8
Copyright infringement.

20.9
Any defective product which you sold on the Server offered by, or website hosted by, BrokerCell.

You may not enter into any settlement that adversely affects BrokerCell without BrokerCell’s prior written approval. BrokerCell reserves the right, at BrokerCell’s expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BrokerCell, and you agree to cooperate with BrokerCell’s defense of these claims. The provisions of this Section 20 (Indemnification) survive termination or expiration of this Agreement.

21. Domain Name Ownership, Disputes, and Use.

21.1.

Any domain name registered by BrokerCell on your behalf is your property after you have paid BrokerCell any registration fees that BrokerCell has incurred on your behalf. BrokerCell claims no ownership over your domain names that you have paid to register. At its option, BrokerCell will either arrange for any billing for names registered by BrokerCell on your behalf to be sent directly by the registrar or agent thereof to you, or BrokerCell will directly bill you for these registration fees plus applicable expenses, and/or service charges, if any.

21.2.

You agree that BrokerCell may be presented with information indicating that your domain name possibly violates the trademark rights or other intellectual property rights of a trademark or other intellectual property rights owner. In the case of such action, you agree to the following:

(a)
You agree to hold BrokerCell harmless of any action taken by such an owner, regardless of the outcome of such dispute and regardless of whether Domain Name Service hosting for your domain is hosted at or continued to be hosted at BrokerCell.

(b)
You agree that BrokerCell has the right to discontinue name service in the event of such a dispute over your domain name.

(c)
You agree that should BrokerCell discontinue name service for your domain upon notification of such dispute, BrokerCell will not be liable for any loss of business, interruption of business, loss of your domain name, or any indirect, special, incidental, or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), or otherwise, even if BrokerCell has been advised of the possibility of such damages.

(d)
In no event shall BrokerCell’s maximum liability exceed one hundred ($100.00) dollars.

21.3 Technical Contact; Administrative or Billing Contact. 

You agree that a BrokerCell contact person shall be named as the “technical or zone contact” for any domains hosted at BrokerCell. You agree that BrokerCell may create and use network resources with your domain name for administrative, testing, and network infrastructure enhancement purposes. BrokerCell may also be named as the administrative and/or billing contact as needed to perform its duties under this Agreement or any contract between you and BrokerCell for website design, development, or support services.

22. Entire Agreement

This Agreement and BrokerCell Policies constitute the entire understanding between the parties. Any changes or modifications to this Agreement are automatically agreed to by the parties upon any change or renewal of the Term or Services.

23. Governing Law; Arbitration; Venue. 

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. You and BrokerCell are bound by the arbitration requirement contained in the Terms of Service. Any action arising out of any such arbitration, this Agreement, or the Policies must be brought in either the Minnesota District Court for Olmsted County, Minnesota, or the United States District Court for the District of Minnesota. You consent to personal jurisdiction and venue in such courts and waive any challenge to personal jurisdiction or venue in such courts. You further agree that BrokerCell shall be entitled to collect its attorneys’ fees, costs, and other expenses in the event that BrokerCell acts to enforce this venue selection clause, regardless of whether BrokerCell prevails in the underlying action.

24. Waiver of Trial by Jury. 

YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND BrokerCell THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

26. Relationship of the Parties

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

27. Additional Provisions

No waiver of this Agreement, or any part thereof, will be binding unless made in writing and signed by the party claimed to have made such waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other condition or subsequent breach, whether of like or different nature. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party’s rights to subsequently enforce the provision. This Agreement, together with the rules and policies of BrokerCell, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. If any provision of this Agreement is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, (a) such provision will be deemed amended to conform to applicable laws of such jurisdiction so as to be valid and enforceable, or if such provision cannot be so amended without materially altering the intention of the parties, it will be stricken; (b) the validity, legality, and enforceability of such provision will not in any way be affected or impaired thereby in any other jurisdiction; and (c) the remainder of this Agreement will remain in full force and effect. Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there will automatically be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

28. Electronic Signature Provisions

You represent and warrant that you have the legal right, power, and authority to agree to the terms of this Agreement on behalf of yourself and any subscriber affiliated with you. You further agree that your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the Uniform Electronic Transactions Act (“UETA”) and that you have formed, executed, entered into, accepted the terms of, and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA, and the Uniform Computer Information Transactions Act. As such, it is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you and any subscribing member affiliated with you. You consent to the use of (a) electronic means to provide you with any notices given pursuant to this Agreement and (b) electronic records to store information related to this Agreement and your use of the Site and Services.

BrokerCell reserves the right to refuse service to anyone for any reason. 

If you do not agree to the policies, you must discontinue the registration process, discontinue your use of the services, and, if you are already a customer, cancel your account.

Changes to the Agreement and the Policies apply to you as provided above. You may review the most current version of this Agreement and the Policies at BrokerCell’s website. If you do not agree to any such changes, your sole and exclusive remedy is to cancel your account as described above.

Usage Policy

This is BrokerCell Usage Policy, which supplements the service agreement of each user of BrokerCell’s services (each, a “Subscriber”). Every Subscriber is subject to this Usage Policy, and by virtue of using BrokerCell’s services, network, and/or systems (collectively the “Services”), agrees to be bound by this Usage Policy. BrokerCell will revise this Usage Policy from time to time. A Subscriber’s use of the Services after revisions to the Usage Policy are posted on BrokerCell’s website will constitute the Subscriber’s acceptance of any changes or additions to the Usage Policy.

Subscribers may only use the Services for lawful purposes.

Subscribers violate this Usage Policy when they (or their affiliates or customers) engage in the following prohibited activities.

1. Violations of Intellectual Property Rights. 

Any violation of any person’s intellectual property rights, rights of privacy, rights of publicity, or other personal rights is prohibited. BrokerCell is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see “Copyright Infringement Notice Information” below).

2. Spamming 

Spamming, whether or not it overloads the Services or disrupts service to BrokerCell’s Subscribers, is prohibited. The term “spamming” includes, but is not limited to, the sending of unsolicited bulk and/or commercial messages over the Internet or maintaining an open SMTP policy. BrokerCell reserves the right to determine, in its sole and absolute discretion, what constitutes spamming and whether email recipients were from an opt-in email list.

3. Misrepresentation of Transmission Information. 

Forging, misrepresenting, omitting, or deleting message headers, return mailing information, and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.

4. Viruses and Other Destructive Activities. 

Use of the Services for creating or sending Internet viruses, worms, Trojan horses, or for pinging, flooding, or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for any Subscriber to engage in any activity intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service, or equipment) or conduct their business over the Internet.

5. Hacking 

“Hacking” and related activities are prohibited. “Hacking” includes, but is not limited to, the following activities: accessing computers, accounts, or networks illegally or without authorization; penetrating or attempting to penetrate security measures; conducting port scans, stealth scans, and other activities designed to assist in hacking.

6. Anonymous Proxies 

The use of anonymous proxy scripts on our servers is not allowed. These scripts can be highly abusive to server resources, affecting all users on that server.

7. Export Control Violations 

The exportation of encryption software outside of the United States and/or violations of United States laws relating to the exportation of software are prohibited.

8. Child Pornography

The use of the Services to store, post, display, transmit, advertise or otherwise make available child pornography is prohibited. BrokerCell is required by law, and will notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.

9. Other Illegal Activities 

The transmission of any material in violation of any federal, state, or local regulation is prohibited. Using the Services to engage in any activities that are determined by BrokerCell, in its sole and absolute discretion, to be illegal is also prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, or otherwise making available Ponzi or pyramid schemes, fraudulently charging credit cards, or displaying credit card information of third parties without their consent, and failing to comply with applicable online privacy laws. BrokerCell will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.

10. Obscene, Defamatory, Abusive, or Threatening Language 

The use of the Services to store, post, transmit, display, or otherwise make available obscene, defamatory, harassing, abusive, or threatening language is prohibited.

11. Backup Storage 

BrokerCell Web Hosting is designed to host websites, not to store data. Using an account as an online storage space for archiving electronic files is prohibited.

12. Privacy; Cookies. 

Subscribers must comply with all applicable laws and their own published privacy policies regarding private or confidential information and the use of cookies on their websites.

13. Other Activities. 

Engaging in any activity that, in BrokerCell’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, BrokerCell’s business, operations, reputation, goodwill, customers, and/or customer relations, or the ability of BrokerCell’s customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product, or service that is designed to or could be used to violate this Usage Policy. Additionally, a Subscriber’s failure to cooperate with BrokerCell in correcting or preventing violations of this Usage Policy by, or that result from the activity of, a customer of a Subscriber is also a violation of this Usage Policy.

In general, BrokerCell does not monitor its customers’ websites or activities to determine whether they are in compliance with this Usage Policy. However, when BrokerCell becomes aware of any violation of this Usage Policy, its Terms of Service Agreement, or the terms and conditions of any other BrokerCell user agreement, BrokerCell may take any action to stop or correct such violation, including, but not limited to, shutting down a website, denying access to the Services or to the Internet, and/or removing information. Additionally, BrokerCell may take action against a Subscriber or a customer of such Subscriber because of the activities of such customer. BrokerCell reserves the right to take any such action even though such action may affect other customers of the Subscriber.

BrokerCell may disclose any information in its possession, including, without limitation, information about Subscribers, internet transmissions, and website activity in order to comply with a court order, subpoena, summons, discovery request, warrant, statute, regulation, or governmental request, to protect BrokerCell or others from harm, and/or to ensure the proper operation of the Services. BrokerCell has no obligation to notify any person, including the Subscriber about whom information is sought, that BrokerCell has provided the information.

Copyright Notice Infringement Information. 

In accordance with the Digital Millennium Copyright Act, BrokerCell has adopted a policy that provides for the termination of websites hosted by BrokerCell that are found to infringe on the copyrights of third parties. This policy is included in BrokerCell’s Terms of Service.

IF YOU DO NOT AGREE TO THIS USAGE POLICY, YOU MUST DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A SUBSCRIBER, CANCEL YOUR ACCOUNT.

Changes to this Usage Policy Apply to You. 

You may review the most current version of the Usage Policy on our website. BrokerCell may change the Usage Policy, in whole or in part, at any time at BrokerCell’s sole discretion. Posting of such changed Usage Policy on its website shall constitute notice of such changes to you, although BrokerCell may choose additional types of notice. BrokerCell will use reasonable efforts to provide you with 7 days advance notice of changes to the Rules that materially and adversely impact your use of the Services. Your continued use of the Services following notice constitutes your acceptance of all changes. If you do not agree to any such changes, your sole and exclusive remedy is to cancel your account as described below.