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BrokerMatch.com will provide Principal with consumer leads. Principal agrees to never sell, transfer or give any consumer data supplied by BrokerMatch.com to any other person or organization so such consumer data may be used only for the purpose of providing lead.
Payment Terms: Charges for the client requests sent by BrokerMatch.com will be billed monthly with payment due upon of receipt of the invoice. The invoice will be emailed on the first day of the following the first and 15th of the month. A monthly interest charge of 0.83% of the unpaid balance, compounded daily, may be applied by BrokerMatch.com to any past due amount. Principal shall reimburse BrokerMatch.com for all amounts expended collecting past-due accounts including attorney’s fees, court costs, and other reasonable expenses incurred if it becomes necessary to exert these means to effect collection. Jurisdiction will be appropriated in California and venue proper in the County of Los Angeles.
Invalid Leads: The leads forwarded to Principal will come from promotions on the Internet and therefore have not been reviewed by BrokerMatch.com. BrokerMatch.com policy is to give credit for leads that meet the following criteria:
Cancellation: Principal may cancel service with 30-days written notice. No refunds will be given. BrokerMatch.com reserves the right to cancel Principal’s account at any time for cause.
General Provisions: This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of California in Los Angeles County. Each party consent to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. If any provision of this Agreement or any other Agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible.
The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. Principal shall not assign his or its rights and/or obligations under this Agreement without the prior written consent of BrokerMatch.com. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective legal representatives, successors and permitted assigns. BrokerMatch.com reserves the right to modify, change or amend pricing, delivery and data format at any time upon written notice to Principal.
All notices, requests, demands, consents, approvals, designations and other communications called for or contemplated by this Agreement shall be in writing and shall be deemed given to the party to whom addressed (i) when delivered to such party by hand, (ii) one business day after being sent to such party by overnight courier, email or facsimile transmission, or (iii) three business days after being sent to such party by registered or certified mail (return receipt requested, postage prepaid), in each case at the address for such party set forth below (or at such other address as such party may designate by notice in the manner aforesaid):
1) Participation Acceptance Criteria. BrokerMatch.com reserves the right to refuse service to any applying lead professional or to cancel account of any service subscriber that does not comply with BrokerMatch.com standards or criteria. In its sole discretion, BrokerMatch.com reserves the right to cancel or remove any subscriber from service at any time and from time to time. In the event of an error in service, which is caused by an act or omission of BrokerMatch.com. BrokerMatch.com shall not be liable for any damages, costs, expenses or other liability that exceeds the fees related specifically to the service in question.
2) Compliance with Applicable State and Federal Licensing
Requirements. Principal represents and warrants to
BrokerMatch.com that the use, reproduction, distribution or
transmission of the leads will not violate any criminal or
civil laws or any rights of any third party, including
without limitation any proprietary or property right, or any
federal, state or local statute, rule, regulation, ordinance
or any order of a federal, state or local court.
3) Claims. Principal, at its expense, hereby agrees to jointly and severally indemnify, defend and hold harmless BrokerMatch.com (and its respective officers, directors, employees, agents, representatives, shareholders, attorneys, affiliates and distribution channels) against any claim, suit, action or proceeding brought against such indemnified party that alleges or is based upon or arises out of (i) any act arising out of or in connection with this Agreement; (ii) any act of negligence, omission or misconduct on the part of Principal, including without limitation any violation of any federal, state or local civil or criminal law, statute, rule, regulation, or ordinance, or any violation of an order of any state, federal or local court; or (iii) infringement in any manner of any copyright, patent, trademark, trade secret, service mark or any other intellectual property right of any third party; provided, however, in any such case, BrokerMatch.com shall provide Principal with prompt notice.
4) Limitation of Liability. BrokerMatch.com SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST INFRINGEMENT. BrokerMatch.com SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, RESULTING FROM OR CAUSED BY BrokerMatch.com’s SERVICE OR FAILURE TO SERVICE ANY LEADS, OR THE ACCESS OR USE (OR INABILITY TO USE) THEREOF.
5) Acts of God. Each party shall be excused from performance of its non-monetary obligations for any period and the time of any performance shall be extended as reasonably necessary under the circumstances, to the extent that such party is prevented from performing, in whole or in part, its obligations under this Agreement, as a result of acts of God, any governmental authority (except as defined below), war, civil disturbance, court order, labor dispute, third party non-performance (including the acts or omissions of any suppliers, agents or subcontractors) or any other cause beyond its reasonable control, including failures or fluctuations in electrical power, heat, light, air conditioning or telecommunication equipment or lines or any other equipment.
6) General. If any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs. Each of the parties acknowledges that the parties will be irreparably damaged (and damages at law would be an inadequate remedy) if this Agreement is not specifically enforced.
BrokerMatch.com, 2655 First St. Suite 250, Simi Valley, CA 93065. 800-578-0994