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Terms & Conditions

The Breakthrough Broker services are comprised of various web pages, mobile sites and applications (collectively “Site”) operated by Breakthrough Broker, LLC ("Breakthrough Broker", “we”, “us” and “our”). The Site, services and content, including any applicable Custom Marketing Center(s) or Title Advertising Program, (collectively “Services”) are offered to you (“user”, “you”, “your”, “me” and “I”) conditioned on your acceptance without modification of these Terms and Conditions (“Terms and Conditions”), contained herein. In addition to our Terms and Conditions, we maintain other terms, policies and agreements that supplement these Terms and Conditions. These Terms and Conditions, including but not limited to our Privacy Policy, Service-Specific Terms and applicable subscription agreements (collectively, “Terms”) shall govern your use of the Services and are incorporated herein. 

 

In addition to our Terms and Conditions, we maintain other terms, policies and agreements that supplement these Terms and Conditions. These Terms and Conditions, including but not limited to our Privacy Policy , Service-Specific Terms, Intellectual Property Agreement, and applicable subscription agreements (collectively, “Terms”) shall govern your use of the Services and are incorporated herein. 

 

Service-Specific Terms 

 

Please read our additional Service-Specific Terms that shall apply to the Services listed below ("Service-Specific Terms"). Where there is a difference between the Terms and Conditions and these Service-Specific Terms, the Service-Specific Terms shall take precedence. 

 

  • Breakthrough Broker Plus accounts are subject to our Breakthrough Broker Plus Terms of Use.
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  • Automated Marketing Package (“AMP”) and MLS Look Up are subject to our AMP/MLS Look up Terms of Use.
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  • Property Showcase Services are subject to our Property Showcase Terms of Use.
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  • Printing Services are subject to our Printing Services Terms of Use.
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  • Mailing Services are subject to our Mailing Terms of Use.
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  • Translation Services are subject to our Translation Terms of Use.
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  • Single Sign On Services are subject to our Single Sign On Terms of Use.
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  • Data Fill Services are subject to our Data Fill Services Terms of Use.
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    BY LOGGING INTO THE SITE OR UTILIZING THE SERVICES VIA DESKTOP COMPUTER, MOBILE WEB ACCESS OR MOBILE APPLICATION, OR BY ANY OTHER MEANS, YOU ARE INDICATING YOUR ACCEPTANCE OF, AUTHORITY TO BIND AND AGREEMENT TO BE LEGALLY BOUND BY THESE TERMS. 

     

    YOU MAY NOT USE THE SERVICES UNLESS YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER. 

     

    Your Account and License Grant 

     

    1. Your Account 

     

    Your use of the Services may require you to login or maintain a user account, which may be, controlled or issued by a third party with whom you have a relationship. Your use of the Services may be provided in connection with an agreement entered into between Breakthrough Broker and a Breakthrough Broker client, such as a real estate brokerage, agency or other business that you have a business relationship or agreement with and who has entered into an agreement with Breakthrough Broker to offer Services (“Breakthrough Broker Client”). You acknowledge and agree that Breakthrough Broker and Breakthrough Broker Client: (a) may have access to your use of the Services and Your Content, as defined below; (b) may have the right to create, monitor and control your user logins, passwords and accounts and your access or denial, suspension or termination of access to the Services; (c) you hereby consent and authorize Breakthrough Broker and Breakthrough Broker Client to have all such rights and access as set forth in this section; and (d) you hereby consent and authorize Breakthrough Broker and Breakthrough Broker Client to have all such rights and access as set forth in this section, including but not limited to the right to verify your eligibility to use the Services, including providing any required Multiple Listing Service (“MLS”) or Realtor® association membership(s), usernames or passwords. When you provide your membership or National REALTOR® Database System number to access certain Services provided by a Breakthrough Broker Client, you authorize Breakthrough Broker to provide that information to required third parties, such as Breakthrough Broker Client, third-party vendors, MLS or Realtor® associations. We will transmit your information to the required third parties to verify your eligibility to receive the requested materials and access. 

     

    Breakthrough Broker shall have the right to monitor use of the Services, including but not limited to the review all activity and the content and materials uploaded by you or others, including but not limited to Your Content, for the purpose of determining compliance with these Terms, as well the right to remove or refuse any information for any reason in accordance with applicable law, and to use data collected therefrom for any other purposes. Notwithstanding these rights, you and any associated Breakthrough Broker Client remain jointly and severally liable for Your Content. You shall take all steps necessary to protect your login(s) and password(s), to safeguard the security and integrity of the Services, and to protect against unauthorized access and use. You shall immediately notify Breakthrough Broker of any violation of the foregoing. Any access to the Service using your login and password shall be deemed access by you. Breakthrough Broker has no liability for or relating to any disputes between you and any Breakthrough Broker Client or user or for Breakthrough Broker and Breakthrough Broker Client’s access or use of the Services or Your Content. Breakthrough Broker may maintain, correct and modify, and may upgrade and/or update the Services at any time in its discretion with or without notice to you. 

     

    2. License Grant We grant you a limited non-transferrable, non-exclusive right to access and to use the Services, for your own personal, individual and internal real estate and professional service activities as expressly authorized under these Terms. No right to copy, modify, sub-license or sub-let is granted under these Terms. 

     

    1. Your Account 

     

    Your use of the Services may require you to login or maintain a user account, which may be, controlled or issued by a third party with whom you have a relationship. Your use of the Services may be provided in connection with an agreement entered into between Breakthrough Broker and a Breakthrough Broker client, such as a real estate brokerage, agency or other business that you have a business relationship or agreement with and who has entered into an agreement with Breakthrough Broker to offer Services (“Breakthrough Broker Client”). You acknowledge and agree that Breakthrough Broker and Breakthrough Broker Client: (a) may have access to your use of the Services and Your Content, as defined below; (b) may have the right to create, monitor and control your user logins, passwords and accounts and your access or denial, suspension or termination of access to the Services; (c) you hereby consent and authorize Breakthrough Broker and Breakthrough Broker Client to have all such rights and access as set forth in this section; and (d) you hereby consent and authorize Breakthrough Broker and Breakthrough Broker Client to have all such rights and access as set forth in this section, including but not limited to the right to verify your eligibility to use the Services, including providing any required Multiple Listing Service (“MLS”) or Realtor® association membership(s), usernames or passwords. When you provide your membership or National REALTOR® Database System number to access certain Services provided by a Breakthrough Broker Client, you authorize Breakthrough Broker to provide that information to required third parties, such as Breakthrough Broker Client, third-party vendors, MLS or Realtor® associations. We will transmit your information to the required third parties to verify your eligibility to receive the requested materials and access. 

     

    Breakthrough Broker shall have the right to monitor use of the Services, including but not limited to the review all activity and the content and materials uploaded by you or others, including but not limited to Your Content, for the purpose of determining compliance with these Terms, as well the right to remove or refuse any information for any reason in accordance with applicable law, and to use data collected therefrom for any other purposes. Notwithstanding these rights, you and any associated Breakthrough Broker Client remain jointly and severally liable for Your Content. You shall take all steps necessary to protect your login(s) and password(s), to safeguard the security and integrity of the Services, and to protect against unauthorized access and use. You shall immediately notify Breakthrough Broker of any violation of the foregoing. Any access to the Service using your login and password shall be deemed access by you. Breakthrough Broker has no liability for or relating to any disputes between you and any Breakthrough Broker Client or user or for Breakthrough Broker and Breakthrough Broker Client’s access or use of the Services or Your Content. Breakthrough Broker may maintain, correct and modify, and may upgrade and/or update the Services at any time in its discretion with or without notice to you. 

     

    2. License Grant We grant you a limited non-transferrable, non-exclusive right to access and to use the Services, for your own personal, individual and internal real estate and professional service activities as expressly authorized under these Terms. No right to copy, modify, sub-license or sub-let is granted under these Terms. 

     

    Use of Site/Services 

     

    Intended Use 

     

    The Services are intended to be used solely for the following permissible purposes: providing relevant real estate data to consumers, and marketing and advertising your professional services (collectively “Intended Use”). 

     

    Prohibited Activities 

     

    You agree that you will not do any of the following when utilizing the Services: (a) reproduce, duplicate, disseminate, copy, modify, translate, or create derivative works based on the Site or Services; (b) sell, rent, lease, loan, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (c) use the Services for any use other than the expressly authorized Intended Use set forth above, including to conduct electronic, individual or bulk transfers, migrations, downloads or extractions of data, records, files or information from the Services; (d) reverse engineer, decompile, disassemble, circumvent the security and restrictions, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use the Services if you are a competitor of Breakthrough Broker, except with Breakthrough Broker’s prior written consent, (g) design, build or develop any product or service that competes against the Services or that provides the same or similar services or functionality as the Services; (h) violate the security of any computer network, or crack, hack or circumvent any passwords or security encryption codes, (i) run any mail-list, listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including, without limitation, by placing an unreasonable load on the Services’ infrastructure), (j) through the use of manual, automated or any other means, engage in action that “crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Services, (k) (directly or indirectly) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), (l) use the Services to distribute or execute any action directed by any type of injurious code, or (m) otherwise use the Services in any way not expressly provided for by these Terms. 

     

    You agree that you will not transmit, distribute, post, store, and/or link, information, software, or materials, including but not limited to Your Content, on or through the Services that: (i) are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, profane, contains or depicts pornography, or is otherwise inappropriate as determined by us in our sole discretion; (ii) you know are false, misleading, untruthful or inaccurate; (iii) constitute unauthorized access or use of another use’s client’s data; (iv) impersonate any person or entity, including any of our employees or representatives; or (v) include anyone's personally identifiable information (“PII”) or sensitive financial information. 

     

    You will use the Services only in compliance with: (i) these Terms; and (ii) in accordance with all applicable laws, rules and regulations. 

     

    Compliance Obligations and Responsibilities 

     

    You acknowledge that you are aware of and agree to abide by all of your compliance obligations, including but not limited to these Terms, all applicable domestic, international, federal, state, local, province, or territory laws, acts, rules and regulations (including but not limited to all applicable licensing requirements, RESPA, Fair Housing, Can-Spam, and TCPA), third-party contractual requirements, rules, and policies (including but not limited to any applicable multiple listing service) and industry standards / code of ethics obligations (collectively “Compliance Obligations”). Breakthrough Broker makes no representations or warranties that the Services meet your Compliance Obligation needs and Breakthrough Broker shall not be responsible for, and you are solely responsible for understanding your Compliance Obligations and determining if the Services meet all applicable Compliance Obligations. As a condition of use, you promise not to use the Services for any purpose that is prohibited under these Terms or any other Compliance Obligation. Furthermore, you also understand and acknowledge that your use of the Services may require additional obligations and disclosures to end users / consumers. You are responsible for all of your activity in connection with the Services and the activity of any employee, agent or authorized user, and ensuring all Compliance Obligations are met. If you are unsure whether your use of the Services comply with applicable Compliance Obligations, please consult an appropriate professional, such as an attorney. 

     

    a.) Features At any time, without notice, and at their sole discretion, Breakthrough Broker may introduce and / or discontinue any Service. 

     

    b.) Maintenance Breakthrough Broker does not guarantee that all Services will be available at all times and your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability, including as a result of power outages, system failures or other interruptions. Breakthrough Broker shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a service-wide basis: (a) for scheduled downtime – currently scheduled between midnight and 6:00 a.m. Pacific Time – to permit Breakthrough Broker to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Services or other event that Breakthrough Broker determines, in our sole discretion, may create a risk to the applicable Service, to you or to any of our Breakthrough Broker Clients, if the Services were not suspended; and (c) in the event that Breakthrough Broker determines that it is necessary or prudent to do so for legal or regulatory reasons ((a), (b), (c) collectively referred to as, “Service Suspensions”) Breakthrough Broker shall have no liability as a result of a Service Suspension. To the extent that Breakthrough Broker is able, Breakthrough Broker will endeavor to provide you with notice of any Service Suspension and to post updates on the Services regarding resumption of Services following any such Service Suspension but shall have no liability for the manner in which Breakthrough Broker may do so or if Breakthrough Broker fails to do so. 

     

    c.) Storage You agree that Breakthrough Broker has no responsibility or liability whatsoever for the deletion, corruption or failure to store any transaction, template, clause, content, form or document maintained by Breakthrough Broker or maintained or utilized in the Services, including but not limited to Your Content, as defined below. If you wish to save documents, You should export the documents to another location, such as saving the documents on your computer or some other external storage medium. 

     

    d.) Third-Party Services, Data, Links and Advertising The Services may include activities provided by third-parties (including but not limited to printing and mailing), or contain third-party Listing Data, links to third-party websites, advertisers, services, listings, special offers, integrations with third-party applications (including but not limited to Facebook and Twillo) or other events or activities that are not owned or controlled by Breakthrough Broker (“Third-Party Site(s)/Data”). Breakthrough Broker does not endorse or assume any responsibility for any such Third-Party Sites/Data, information, materials, products, or services. Certain Services may be delivered by Third-Party Sites/Data, by using such Services you hereby acknowledge and agree that we may share certain information and data about you with such Third-Party Sites/Data as necessary to offer such Services. If you utilize or access a Third-party Site/Data from the Services, you do so at your own risk. Access grant and restrictions may apply to Third-Party Sites/Data. You expressly release, waive, relieve and hold harmless Breakthrough Broker from any and all liability arising from your use of any Third-Party Site/Data, service or content. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third-party advertisers. You agree that Breakthrough Broker shall not be responsible for any loss or damage of any sort relating to your dealings with such Third-Party Sites/Data and advertisers. 

     

    Proprietary Rights 

     

    Content Generated, Created or Provided by You 

     

    1. Your Content To the extent you provide or make available to Breakthrough Broker materials, data, content or other proprietary information to use in connection with the Services, you hereby represent and warrant that you shall own or have all necessary rights to all information, including but not limited to custom content, customer information, contracts, mailing lists, documents, advertising materials, logos, designs, comments, chats, messages, data, text, images, audio, video, photographs, data fill fields or blank fields that you populate, and any and all documents and materials that you upload or input to the Services or provide to Breakthrough Broker to upload or input on your behalf (collectively, “Your Content”). The term “Your Content” does not include the Services, the Breakthrough Broker Intellectual Property, or any derivative works thereof. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, or from your use of the Services. While Breakthrough Broker has not obligation to monitor Your Content, we do reserve the right to review and remove any of Your Content in our sole discretion. 

     

    2. License Grant and Representations, Warranties and Disclaimers You hereby grant to Breakthrough Broker a non-exclusive, worldwide, royalty-free, perpetual, sublicensable license and right to host, use, process, reproduce, display and transmit Your Content to provide the Services pursuant to and in accordance with these Terms. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content, and for obtaining all rights related to Your Content required by Breakthrough Broker to perform the Services. Breakthrough Broker has no obligation to verify the information provided in Your Content and disclaims any responsibility for its accuracy and you use the same at your own risk. Your Content shall comply with all Compliance Obligations. You agree to defend, indemnify and hold harmless Breakthrough Broker and its employees, officers, agents, and directors from and against any liability arising from any inaccuracy or inadequacy of Your Content. You represent and warrant that: (a) you have the written consent of each and every identifiable natural person in Your Content to use such person’s name or likeness in the manner contemplated by the Services and these Terms, and each such person has released you and Breakthrough Broker from any liability that may arise in relation to such use; (b) Your Content and Breakthrough Broker’s use thereof as contemplated by these Terms and the Services will not violate any law or infringe any rights of any third party, including but not limited to any copyrights, trademarks, service marks or other intellectual property rights, publicity rights, or privacy rights; (c) Breakthrough Broker may exercise the rights to Your Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (d) all of Your Content and other information that you provide to Breakthrough Broker is truthful and accurate. Breakthrough Broker reserves the right to change, condense or delete any content, information, or materials available with or used in connection with the Services (including Your Content) that Breakthrough Broker deems, in its sole discretion, to violate any provision of these Terms. Breakthrough Broker shall not have any liability for any lost content or Your Content. 

     

    3. Breakthrough Broker’s Intellectual Property “Breakthrough Broker Intellectual Property” shall mean Breakthrough Broker’s ownership of all Confidential Information (as defined below), the Site, the Services, Feedback, and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights in and to the Confidential Information and arising therefrom. You shall not contest or otherwise challenge: (a) Breakthrough Broker’s designation of its Confidential Information (as defined below) as trade secrets and commercially sensitive and confidential and proprietary information; or (b) Breakthrough Broker’s ownership of Breakthrough Broker Intellectual Property. Breakthrough Broker is the owner of all Breakthrough Broker Intellectual Property and no title or ownership of the Confidential Information or Breakthrough Broker Intellectual Property is transferred to you by way of these Terms. Except for the express limited rights granted to you to use the Services set forth above, no other rights, whether express or implied, are granted to you, and are reserved to and retained by Breakthrough Broker. You agree that any feedback, suggestions, improvements, enhancements, input and/or feature requests relating to the Services provided by you to Breakthrough Broker (“Feedback”) shall be owned solely by Breakthrough Broker, shall be included as part of the Breakthrough Broker Intellectual Property, and Breakthrough Broker shall be free to use and/or incorporate such Feedback in connection with the Services, Site and/or Breakthrough Broker’s business. 

     

    CONFIDENTIALITY 

     

  • Personal Information
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    You represent, warrant, covenant and agree that you shall comply with all relevant and/or applicable state and federal data privacy standards and all United States, foreign and other applicable laws, rules and regulations governing data, banking and financial information, real estate, the purchase or sale of real estate, real estate transactions, agencies and brokers, privacy, personal data and personal information and PII (as defined below) including the U.S.-EU Safe Harbor Privacy Framework, the General Data Protection Regulation (GDPR) (EU) 2016/679, the California Consumer Privacy Act (CCPA) AB-375, and any other applicable laws, rules, regulations and guidelines, and all other requirements reasonably requested by Breakthrough Broker (collectively, the “Data Privacy Standards”). You represent, warrant, covenant and agree that for so long as you maintain, possess, acquire, disclose, use, or have access to any PII, you shall at all times maintain the PII in strict confidence and shall not disclose it to anyone or use it for any purposes except as expressly authorized in these Terms and as permitted by applicable law and the Data Privacy Standards, and you shall be and remain in strict compliance with the Data Privacy Standards and that you shall notify Breakthrough Broker within twenty-four (24) hours if you are no longer in compliance with such Data Privacy Standards. Breakthrough Broker shall have the right, at any time, to require you to remove, destroy or purge any information from your possession, custody or control that constitutes PII when required by any of the Data Privacy Standards. Breakthrough Broker shall have the right, but not the obligation, upon reasonable prior notice, to audit you to confirm your compliance with these Terms and the Data Privacy Standards, which audit may include on-site inspections, requests for copies of documents and records, interviews with employees and representatives, proof of compliance, and written certifications executed under oath. The term “PII” means personal information, personally identifiable information, non-public information (NPI), any information about an individual, information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context, and any other information protected or regulated under applicable law and includes: (a) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; (b) credit card, debit card and other banking and payment information; (c) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information; (d) any non-public personal information regarding any individual that is subject to applicable national, state, regional, and/or local laws and regulations governing the privacy, security, confidentiality and protection of non-public personal information; (e) is Personally Identifiable Information, as defined by state breach notification statutes; (f) non-public information (NPI) as defined and/or used by applicable state, federal or local laws, rules or regulations; (g) information appearing on applications for obtaining financial services (such as credit card or loan applications), or on account histories (such as bank or credit card histories), a person’s status (current or previous) with a banking, credit, lending or other financial organization, including names, addresses, telephone numbers, Social Security numbers, PINs, passwords, account numbers, salaries, medical information, and account balances; and (h) any information or materials protected by applicable state, federal or local laws, rules or regulations or governing real estate or its purchase or sale, real estate brokers, agents, transactions or related documents. 

     

  • Confidential Information
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    You will treat and hold all confidential, commercially sensitive, proprietary, and/or non-public information (“Confidential Information”) received from Breakthrough Broker in strict confidence and will not use or disclose to anyone any of the information except as otherwise expressly permitted by these Terms. The term “Confidential Information” shall include PII, all user logins and passwords, Breakthrough Broker Intellectual Property, the Site, Services and their features, functionality, work-flow, algorithms, screen displays and methods, system updates and all documentation relating thereto. Any information provided by Breakthrough Broker through the Services shall be considered Confidential Information of Breakthrough Broker. Upon termination, cancellation, or expiration of these Terms for any reason whatsoever, or at Breakthrough Broker’s request at any time, you shall return to Breakthrough Broker all Confidential Information or at Breakthrough Broker’s option, destroy such information. 

     

  • Compelled Disclosure
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    Breakthrough Broker reserves the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing Breakthrough Broker to disclose any of Your Content, or any other data, information, the identity of anyone posting content or using the Services or publishing or otherwise making available any materials that are believed to violate these Terms. BY ACCEPTING THESE TERMS, YOU WAIVE, RELEASE AND HOLD BREAKTHROUGH BROKER HARMLESS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BREAKTHROUGH BROKER DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER BREAKTHROUGH OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES. 

     

  • Term and Termination
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    a.)Term The term begins on the date these Terms are acknowledged by you and continues in effect until the latter of the initial term identified in the applicable subscription agreement, order form or when you cease access and use of the Services. 

     

    b.)Termination Breakthrough Broker shall have the right, in its sole discretion, to at any time for any reason, cease doing business with you or any business, person or entity and/or to terminate or suspend your access to the Services, or any part thereof, temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including for record keeping, quality assurance, or if Breakthrough Broker believes that you have violated or acted inconsistently with the letter or spirit of these Terms. These rights and actions are in addition to and not in lieu or limitation of any other right or remedy Breakthrough Broker may have available at law or in equity. 

     

    c.) Effects of Termination Upon termination, cancellation or expiration for any reason whatsoever: (a) your right to access and use the Services shall immediately, automatically, and without notice, be revoked; (b) you shall immediately cease all access to and use of the Services and all Confidential Information; (c) you shall return to Breakthrough Broker all Confidential Information; (d) Breakthrough Broker shall have the right to terminate and deny you access to and use of the Services immediately and without notice. The obligations set forth in these Terms which, by their nature, are intended to survive, shall survive the termination, cancellation or expiration of your access to the Services for any reason whatsoever. Such surviving obligations include, without limitation, obligations with respect to Confidential Information, protection of PII and data, and obligations of indemnity and any applicable warranties and representations. 

     

  • Communications
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    Our Communications With You. (TCPA Consent for United States Residents) 

     

    a.) EXPRESS WRITTEN CONSENT. BY SUBMITTING YOUR CONTACT INFORMATION, YOU ARE PROVIDING YOUR EXPRESS WRITTEN CONSENT TO RECEIVE COMMUNICATIONS FROM US AT THE EMAIL ADDRESS AND TELEPHONE NUMBERS YOU ENTERED INTO OUR CONTACT FORM, OR THAT YOU LATER PROVIDE TO US OR ENTER INTO YOUR CONTACT PAGE. 

     

    b.) E-MAILS, CALLS, AND TEXTS. THESE COMMUNICATIONS MAY INCLUDE TELEMARKETING MESSAGES, THROUGH THE USE OF EMAIL, LANDLINE PHONE, FAX, CELLULAR PHONE, AND TEXT MESSAGES (INCLUDING SMS AND MMS). 

     

    BY PROVIDING YOUR PHONE NUMBER, YOU AGREE TO RECEIVE TEXT MESSAGES FROM TELYNX. MESSAGE & DATA RATES MAY APPLY. MESSAGE FREQUENCY VARIES. 

     

    c.) DIALER. WE MAY USE AN AUTOMATIC TELEPHONE DIALING SYSTEM (OR “DIALER”), WHICH MAY EMPLOY AN ARTIFICIAL OR PRE-RECORDED VOICE OR “ROBOTEXTS.” YOUR CARRIER’S STANDARD RATES AND CHARGES MAY APPLY. 

     

    d.) NO PURCHASE NECESSARY. AGREEING TO THESE COMMUNICATIONS IS NOT A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICES FROM US. 

     

    e.) REVOKING CONSENT AND OPTING OUT. YOU MAY REVOKE YOUR CONSENT TO RECEIVE COMMUNICATIONS AT ANY TIME BY REPLYING “STOP” TO ANY OF OUR TEXTS. WE WILL MAKE A COMMERCIALLY REASONABLE EFFORT TO COMPLY WITH ANY COMMUNICATIONS FROM YOU OPTING OUT, BUT REPLY “STOP” WILL AUTOMATICALLY REVOKE YOUR CONSENT TO FURTHER TEXT COMMUNICATIONS, AND WE RECOMMEND THAT METHOD. WE MAY TAKE UP TO 30 DAYS TO STOP COMMUNICATIONS IF YOU USE A METHOD OTHER THAN THE AUTOMATIC REPLY “STOP.” YOU CONSENT TO RECEIVE A FINAL TEXT MESSAGE CONFIRMING YOUR OPT-OUT. YOU MAY REVOKE YOUR CONSENT TO RECEIVE EMAIL COMMUNICATIONS BY USING THE “UNSUBSCRIBE” LINK IN AN EMAIL OR ON THE WEBSITE OR BY ANY OTHER REASONABLE MEANS. WE WILL MAKE A COMMERCIALLY REASONABLE EFFORT TO COMPLY WITH ANY COMMUNICATIONS FROM YOU OPTING OUT OF EMAIL, BUT “UNSUBSCRIBE” WILL AUTOMATICALLY REVOKE YOUR CONSENT TO FURTHER EMAIL COMMUNICATIONS, AND WE RECOMMEND THAT METHOD. WE MAY TAKE UP TO 30 DAYS TO STOP EMAIL COMMUNICATIONS IF YOU USE A METHOD OTHER THAN “UNSUBSCRIBE”. THE “UNSUBSCRIBE” LINK WILL ALSO PERMIT YOU TO STOP TEXT COMMUNICATIONS. 

     

    f.) COMMUNICATION FREQUENCY HOW OFTEN WE SEND YOU COMMUNICATIONS WILL VARY BECAUSE THE INDIVIDUAL SALESPERSON WHO COMMUNICATES WITH YOU WILL DETERMINE THE FREQUENCY OF COMMUNICATION. You represent and warrant that: You are at least 18 years old You live in the United States (or Canada, in which case the Canadian consents below apply) You have not registered on a national or statewide Do Not Call list You are the account holder for the email addresses and phone numbers you provided, or you have authorization from the account holder to give this consent The email addresses and phone numbers you provided are accurate, and you will let us know if you release them to another person or individual 

     

    Availability. Our mobile service may only be available only in certain states. Certain mobile features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues.  

     

    Additional Communications Provisions (For Residents of Canada) In addition to the consent provided above in the Our Communications With You (United States) section, Canadian residents agree to the following provisions related to compliance with Canada’s Anti-Spam Legislation (“CASL”), Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) and Canadian provincial law including Alberta’s Personal Information Protection Act (“PIPA”), and Quebec’s Act Respecting the Protect of Personal Information in the Private Sector: You agree to the provisions governing use and disclosure of personal information that are found in our Privacy Policy Because the purpose of our communications include your interest in our services, our communication with you will continue until you revoke your consent or opt-out. Your personal information may also be transmitted to, used in, and stored in the United States. 

     

    Arbitration / Class Action Waiver. 

     

    READ THIS “ARBITRATION AGREEMENT” CAREFULLY AS IT WILL HAVE A SUBSTANTIAL IMPACT ON HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. For example, if we elect to require you to arbitrate any claim, you will not have the right to a jury trial or the right to participate in a class action in court or in arbitration. YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW. If you do not reject this Arbitration Agreement and a Claim is arbitrated, neither you nor we will have the right to: (1) have a court or a jury decide the Claim; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action, private attorney general or other representative action in court or in arbitration; or (4) join or consolidate a Claim with claims of any other person. The right to appeal is more limited in arbitration than in court and other rights in court may be unavailable or limited in arbitration. 

     

    This Arbitration Agreement describes when and how a Claim (as defined below) arising under or related to the Terms between you and us may be arbitrated. Arbitration is a method of resolving disputes in front of one or more neutral persons, instead of having a trial in court in front of a judge and/or jury. If a claim is arbitrated, each party waives its, his or her respective rights to a trial before a jury in connection with the Claim. It can be a quicker and simpler way to resolve disputes. As solely used in this Arbitration Agreement, the terms “we,” “us” and “our” mean “us” as defined above, our parent companies, wholly or majority owned subsidiaries, affiliates, commonly-owned companies, management companies, successors, assigns and any of their employees, officers and directors. For purposes of this Arbitration Agreement, these terms also mean any third party providing any goods or services in connection with the Terms, if such third party is named as a party by you in any lawsuit between you and us. 

     

    Your Right to Reject ArbitrationYou may reject this Agreement by mailing a rejection notice to 3457 Ringsby Ct, Suite 212, Denver CO, 80216 Attn. Terms Arbitration Rejection, within 30 days after you agree to these Terms. Any rejection notice must include your name, address and telephone number; the date you agreed to the Terms that your rejection notice applies to; and your signature. Your rejection notice will apply only to this Agreement in the Terms but will not affect any term of any other policy or contract between you and us (including without limitation any prior or subsequent agreement), nor will it change your obligation to arbitrate claims or matters covered by any prior or subsequent agreement to arbitrate. 

     

    What Claims Are Covered “Claim” means any claim, dispute or controversy between you and us, whether preexisting, present or future, that in any way arises from or relates to the Terms, your use of the Services, your Account, any transaction in your Account, the events leading up to the Terms (for example, any disclosures, advertisements, promotions or oral or written statements, warranties or representations made by us), communications between you and us and the manner of communicating, any product or service provided by us or third parties in connection with the Terms, the collection of amounts due and the manner of collection, enforcement of any and all of the obligations a party hereto may have to another party, compliance with applicable laws and/or regulations or the relationships resulting from any of the foregoing. “Claim” has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims and federal, state, local and administrative claims and claims which arose before the effective date of this Arbitration Agreement. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity and claims for money damages and injunctive or declaratory relief. However, “Claim” does not include: (i) any dispute or controversy about the validity, enforceability, coverage or scope of this Arbitration Agreement or any part thereof (including, without limitation, the Class Action Waiver set forth below, subparts (A) and (B) of the part (k) set forth below titled “Rules of Interpretation” and/or this sentence); all such disputes or controversies are for a court and not an arbitrator to decide; but disputes about the validity or enforceability of the Terms as a whole are for the arbitrator and not a court to decide; (ii) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration and without waiver of rights under this Arbitration Agreement) provisional or ancillary remedies including but not limited to injunctive relief, temporary restraining orders, property preservation orders, foreclosure, sequestration, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver; (iii) the exercising of any self-help or non-judicial remedies by you or us; (iv) any individual action in court by one party that is limited to preventing the other party from using a self-help remedy and that does not involve a request for damages or monetary relief of any kind; or (v) any individual action brought by you against us in small claims court or your state’s equivalent court, if any. But if that action is transferred, removed or appealed to a different court, we then have the right to choose arbitration. Moreover, this Arbitration Agreement will not apply to any Claims that are the subject of a class action filed in court that is pending as of the effective date of this Arbitration Agreement in which you are alleged to be a member of the putative or certified class. 

     

    Electing Arbitration; Starting an Arbitration Proceeding Either you or we may elect to arbitrate a Claim by giving the other party written notice of the intent to arbitrate the Claim or by filing a motion to compel arbitration of the Claim. This notice may be given before or after a lawsuit has been filed concerning the Claim or with respect to other Claims brought later in the lawsuit, and it may be given by papers filed in the lawsuit, such as a motion to compel arbitration. Each of the arbitration administrators listed below has specific rules for starting an arbitration proceeding. Regardless of who elected arbitration or how arbitration was elected, the party asserting the Claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. Thus, if you assert a Claim against us in court, and we elect to arbitrate that Claim by filing a motion to compel arbitration which is granted by the court, you will be responsible for starting the arbitration proceeding. Similarly, if we assert a Claim against you in court, you assert a counterclaim against us, and we elect to arbitrate that counterclaim by filing a motion to compel arbitration which is granted by the court, you will be responsible for starting the arbitration proceeding. Even if all parties have opted to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Agreement. 

     

    Choosing the Administrator The party starting the arbitration proceeding must choose one of the following arbitration organizations as the Administrator: the American Arbitration Association (the “AAA”), 120 Broadway, Floor 21, New York, N.Y 10271, www.adr.org., or JAMS, 1920 Main St. Ste. 300, Irvine, CA 92614, www.jamsadr.com. You may contact these organizations directly if you have any questions about the way they conduct arbitrations or want to obtain a copy of their rules and forms (which are also available on their websites). A single arbitrator shall be appointed. If for any reason the Administrator selected is unable or unwilling to serve or continue to serve as Administrator, the other company will serve as Administrator. If neither the AAA nor JAMS is able or willing to serve as Administrator, we and you will mutually agree upon an Administrator or arbitrator or a court with jurisdiction will appoint the Administrator or arbitrator (or arbitrators, in the case of a three-arbitrator panel provided for in Section “j”, below). No company may serve as Administrator, without the consent of all parties, if it adopts or has in place any formal or informal policy that is inconsistent with and purports to override the terms of the Class Action Waiver in section (e) of this Arbitration Agreement. In all cases, the arbitrator(s) must be a lawyer with more than 10 years of experience or a retired judge. Arbitration of a Claim must comply with this Arbitration Agreement and, to the extent not inconsistent or in conflict with this Arbitration Agreement, the applicable rules of the arbitration Administrator. 

     

    Class Action Waiver Notwithstanding any other provision of the Terms, if either you or we elect to arbitrate a Claim, neither you nor we will have the right: (a) to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member; or (b) to join or consolidate Claims with claims of any other persons. No arbitrator shall have authority to conduct any arbitration in violation of this provision or to issue any relief that applies to any person or entity other than you and/or us individually. (Provided, however, that the Class Action Waiver does not apply to any lawsuit or administrative proceeding filed against us by a state or federal government agency even when such agency is seeking relief on behalf of a class of borrowers including you. This means that we will not have the right to compel arbitration of any claim brought by such an agency). 

     

    Location of Arbitration Any arbitration hearing that you attend must take place at a location reasonably convenient to your residence. 

     

    Cost of Arbitration Each Administrator charges fees to administer an arbitration proceeding and the arbitrator also charges fees. This includes fees not charged by a court. At your written request, we will pay all filing, hearing and/or other fees charged by the Administrator and arbitrator to you for Claim(s) asserted by you in an individual arbitration after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. (If you have already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again). In addition, the administrator may have a procedure whereby you can seek a waiver of fees charged to you by the Administrator and arbitrator. We will always pay any fees or expenses that we are required to pay by law or the Administrator’s rules or that we are required to pay for this Arbitration Agreement to be enforced. 

     

    Governing Law The Terms evidence a transaction involving interstate commerce and, therefore, this Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the “FAA”), and not by any state arbitration law. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court, or by state or local laws that relate to arbitration proceedings. The arbitrator will apply the same statutes of limitation and privileges that a court would apply if the matter were pending in court. The arbitrator will have the authority to hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment. In determining liability or awarding damages or other relief, the arbitrator will follow the applicable substantive law, consistent with the FAA that would apply if the matter had been brought in court. The arbitrator may award any damages or other relief or remedies that would apply under applicable law to an individual action brought in court, including, without limitation, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and injunctive, equitable and declaratory relief (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). The arbitrator will have the authority to award fees and costs of attorneys, witnesses and experts to the extent permitted by the Terms, the Administrator’s rules or applicable law. However, with respect to Claim(s) asserted by you in an individual arbitration, we will pay your reasonable attorney, witness and expert fees and costs if and to the extent you prevail, if applicable law requires us to or if we must bear such fees and costs in order for this Arbitration Agreement to be enforced. We will not ask you to pay or reimburse us for any fees we pay the Administrator or the arbitrator or for our attorneys’ fees and costs unless (1) the arbitrator finds that you have acted in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), and (2) this power does not make this Arbitration Agreement invalid. At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award. 

     

    Right to Discovery In addition to the parties’ rights to obtain discovery pursuant to the arbitration rules of the Administrator, either party may submit a written request to the arbitrator to expand the scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator shall have discretion to grant or deny that request. 

     

    Arbitration Result and Right of Appeal Judgment upon the award given by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except in a dispute between the same parties, in which case it could be used to preclude the same claim from being re-arbitrated. If the amount of the Claim exceeds $25,000, any party can, within 30 days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. (If an appeal is not filed within that time period, the arbitration award shall become final and binding). The panel shall reconsider de novo (anew) any aspect of the initial award requested by the appealing party. This means that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. The decision of the panel shall be by majority vote. Reference in this Arbitration Agreement to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with subparagraph (g) above, captioned “Cost of Arbitration.” Any final decision of the appeal panel is subject to judicial review only as provided under the FAA. 

     

    Rules of Interpretation This Arbitration Agreement shall survive the termination, cancellation or suspension of the Terms, any legal proceeding, and any bankruptcy by you, to the extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between this Arbitration Agreement, on the one hand, and the applicable arbitration rules or the other provisions of the Terms, on the other hand, this Arbitration Agreement shall govern. If any portion of this Arbitration Agreement is deemed invalid or unenforceable, it shall not invalidate the Terms Policy or the remaining portions of this Arbitration Agreement, except that: 

     

    The parties acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between them and is non-severable from this Arbitration Agreement. If the Class Action Waiver is limited, voided or found unenforceable, then this Arbitration Agreement (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and 

     

    If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Agreement prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated. 

     

    Arbitration Result and Right of Appeal Judgment upon the award given by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except in a dispute between the same parties, in which case it could be used to preclude the same claim from being re-arbitrated. If the amount of the Claim exceeds $25,000, any party can, within 30 days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. (If an appeal is not filed within that time period, the arbitration award shall become final and binding). The panel shall reconsider de novo (anew) any aspect of the initial award requested by the appealing party. This means that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. The decision of the panel shall be by majority vote. Reference in this Arbitration Agreement to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with subparagraph (g) above, captioned “Cost of Arbitration.” Any final decision of the appeal panel is subject to judicial review only as provided under the FAA. 

     

    Notice of Claim; Right to Resolve; Special Payment Prior to initiating, joining or participating in any judicial or arbitration proceeding regarding any Claim, the Claimant (the party who asserts or seeks to assert a Claim in a lawsuit or arbitration proceeding) shall give the other party written notice of the Claim (a “Claim Notice”) and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice you send must include your name, address, telephone number and loan or account number. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party. The Claimant must reasonably cooperate in providing any information about the Claim that the other party reasonably requests. If: (i) you submit a Claim Notice in accordance with this paragraph on your own behalf (and not on behalf of any other party); (ii) we refuse to provide the relief you request before an arbitrator is appointed; and (iii) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $7,500 (not including any arbitration fees and attorneys’ fees and costs to which you may be entitled under this Arbitration Agreement or applicable law). We encourage you to address all Claims you have in a single Claim Notice and/or a single arbitration. Accordingly, this $7,500 minimum award is a single award that applies to all Claims you have asserted or could have asserted in the arbitration, and multiple awards of $7,500 are not contemplated by this Section. 

     

    International Users The Services are controlled, operated and administered by Breakthrough Broker from the United States of America. If you choose to access the Services from a location outside of the United States of America, you do so at your own risk and you are responsible for compliance with all applicable local or international laws, regulations or treaties. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. 

     

    DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES BREAKTHROUGH BROKER DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SITE, THE SERVICES, AND THE DATA, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH “ALL FAULTS”. BREAKTHROUGH BROKER SPECIFICALLY DOES NOT WARRANT THAT ITS SITE AND SERVICES OR ANY COMPONENT THEREOF WILL (I) PERFORM WITHOUT INTERRUPTION OR ERROR, OR THAT ALL IRREGULARITIES, ERRORS, PROBLEMS OR DEFECTS WILL BE CORRECTED, (II) BE SECURE OR FREE OF DEFECTS, MALWARE, VIRUSES, OR OTHER HARMFUL COMPONENTS, (III) MEET YOUR REQUIREMENTS OR COMPLIANCE OBLIGATIONS, INCLUDING THOSE RELATING TO THE TCPA, TSR AND OTHER APPLICABLE STATE LAWS RELATED TO AUTOMATED CALLING, TEXTING OR OTHER DELIVERY OF TELEMARKETING MESSAGES, OR (IV) BE ACCESSIBLE FROM THE CONFIGURATION THAT YOU MAY SELECT. IN NO EVENT SHALL BREAKTHROUGH BROKER, OR ANY OF ITS AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS SUCH, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT, ITS SITE, OR ANY SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST, REVENUE, DATA OR USE, SECURITY BREACH, OR INTERRUPTION OF BUSINESS, INCURRED BY USER, CLIENT/CONTRIBUTOR OR ANY THIRD PERSON OR ENTITY, WHETHER BASED UPON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF BREAKTHROUGH BROKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE TOTAL CUMULATIVE LIABILITY OF BREAKTHROUGH BROKER, OR ANY OF ITS THIRD-PARTY LICENSORS, AND ITS AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AS SUCH, TO USER, OR ANY THIRD PERSON OR ENTITY FOR ANY LOSSES, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL COMPENSATION PAID BY YOU TO BREAKTHROUGH BROKER DURING THE CONSECUTIVE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO SUCH LIABILITY; OR (B) $10,000. AS USED HEREIN, “SE CURITY BREACH” MEANS THE ACCIDENTAL OR UNLAWFUL DESTRUCTION, LOSS, ALTERATION, UNAUTHORIZED DISCLOSURE OF, OR ACCESS TO, YOUR CONTENT, INCLUDING ANY PERSONAL INFORMATION. 

     

    Indemnification You and any associated Breakthrough Broker Client jointly and severally agree to indemnify, defend, and hold harmless Breakthrough Broker, its affiliates, and their respective directors, officers, employees, and agents from any and all actions, judgments, damages, demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, whether asserted or threatened claims and demands made by any third party due to or arising out of: (a) your access to or use of the Services; (b) any claims arising out of any content, products or services sold or otherwise distributed by us through the Services, including any personal or property injury and damage; (c) your breach of these Terms; (d) your violation of any law or the rights of a third party, including but not limited to your Compliance Obligations; (e) any dispute or issue between you and any third party; (f) any materials you, or anyone using your credentials, upload to, or otherwise make available through, the Services, including but not limited to Your Content; (g) your willful misconduct; and (h) any other party’s access to and/or use of the Services using your account and password, whether authorized or unauthorized by you. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with our defense of that claim. 

     

    Arbitration Result and Right of Appeal Judgment upon the award given by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision is final and binding, except for any right of appeal provided by the FAA. The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except in a dispute between the same parties, in which case it could be used to preclude the same claim from being re-arbitrated. If the amount of the Claim exceeds $25,000, any party can, within 30 days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. (If an appeal is not filed within that time period, the arbitration award shall become final and binding). The panel shall reconsider de novo (anew) any aspect of the initial award requested by the appealing party. This means that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. The decision of the panel shall be by majority vote. Reference in this Arbitration Agreement to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with subparagraph (g) above, captioned “Cost of Arbitration.” Any final decision of the appeal panel is subject to judicial review only as provided under the FAA. 

     

    GENERAL 

    11. 1. Governing Law The parties agree that the laws of the State of Colorado, United States of America, without regard to principles of conflict of laws, will govern these Terms and/or any dispute of any sort that might arise between you and Breakthrough Broker or its affiliates, except for the Arbitration Agreement, which is governed by the Federal Arbitration Act. 

     

    Assignment The use of the Services and license grants by Breakthrough Broker hereunder are personal to you and may not be assigned, sub-licensed or transferred, in whole or in part, by you, whether by agreement, operation of law, sale, merger, reorganization or change of control of your company or business. Any assignment or transfer by you in violation of this section shall be void and of no force or effect and shall constitute a material breach of these Terms. Breakthrough Broker may assign its rights and responsibilities pursuant to these Terms and any applicable subscription agreement upon notice to you. 

     

    Notice Breakthrough Broker may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Site or in the Services, as determined by Breakthrough Broker in our sole discretion. Breakthrough Broker reserves the right to determine the form and means of providing notifications to you. Breakthrough Broker is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. All notices, requests or demands to Breakthrough Broker shall be delivered in writing and shall be deemed given only if delivered personally or sent via overnight delivery to Breakthrough Broker’s mailing address. Any legal notice sent by You to Breakthrough Broker must also be emailed to support@breakthroughbroker.com. Please contact us at support@breakthroughbroker.com with any questions regarding these Terms. 

     

    No Waiver The failure or delay of any party in exercising any of its rights hereunder, including any rights with respect to a breach or default by the other party, shall in no way operate as a waiver of such rights or prevent the assertion of such rights with respect to any later breach or default by the other party. No party shall be deemed to have waived any rights under these Terms by any action or inaction unless an express waiver is set forth in writing. The waiver of one breach hereunder shall not constitute the waiver of any other or subsequent breach. 

     

    Entire Agreement and Severability These Terms together with any other agreement(s) entered into between you and Breakthrough Broker, including but not limited to any applicable Breakthrough Broker subscription agreement(s) or order form(s), constitute the entire, complete and only agreement between the parties regarding the subject matter contained herein and supersedes all proposals or prior agreements, whether oral or written, and all other communications between the parties relating to this subject matter. Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of these Terms or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of these Terms or the application of the provision to the other parties or other circumstances. 

     

    Relationship of the Parties These Terms do not constitute and shall not be construed as constituting a partnership, agency or joint venture between any of the parties. These Terms shall not be construed as authority for any party to act for any other party in any agency or other capacity or to make commitments of any kind for the account of or on behalf of the other. 

     

    Changes to Terms and Authority to Bind 

     

    Breakthrough Broker reserves the right, at our sole discretion, to update or revise these Terms at any time without further notice. Any changes shall be effective immediately upon posting by Breakthrough Broker, whether you have actual notice of such changes. Your continued use of Breakthrough Broker’s Services following the posting of any changes to the Terms constitutes acceptance of those changes and your representation that you have the authority to agree and accept any and all changes. Should you wish to opt-out of such future changes, you must communicate your request to opt-out to us in writing, either by email at support@breakthroughbroker.com or at this address: 3457 Ringsby Ct, Suite 212, Denver CO, 80216 – ATTN: OPT-OUT. The opt-out shall be effective 10 days after receipt. In the event you opt-out, our agreement will continue to be governed by the Terms in effect at the time you originally submitted your information, or at the time of the last update to which you did not opt-out. 

     

    CONTACT US: Breakthrough Broker welcomes your questions or comments regarding the Terms. 

     

    Breakthrough Broker LLC3457 Ringsby Ct, Suite 212
    Denver CO 80216
    United States of America
    Email Address:
    support@breakthroughbroker.com
    Telephone number: 720-440-6236

    *Last updated: July 2023 

    Single Sign On (SSO)

    Customer acknowledges that Company will make all reasonable efforts to provide SSO for customer if SSO is part of the agreed upon scope of work. If at any time during the setup of SSO Company has exceeded the estimated cost estimate to set up SSO Company will notify Customer of the additional costs and the Customer will determine if they would like to continue the setup of SSO by accepting said additional costs. If Customer elects not to continue setup of SSO Company will stop setup and provide Customer with a user profile creation form where each individual website user can create their profile. If Customer does elect not to continue the setup of SSO the initial cost of the setup will not be refundable.

    Profile Jumping

    Customer acknowledges that unless otherwise agreed upon the profile jumping functionality is not segmented by groups of uses. For example, an administer with profile jumping enabled can sign into all profiles in the Customers application. If Customer does not have a clear understanding of the profile jumping system they will contact Company prior to accepting the Marketing Center Agreement.

    Limitations On Third Party Applications

    The Marketing Center includes integrations with various third party applications such as Facebook, Twillio, and others. Company shall be held harmless if such applications discontinue any feature, functionality, or integration that affects the functionality of the Marketing Center.

    Print Revenue

    Customer acknowledges Breakthrough Broker derives revenue from all professional print functions related to Custom Real Estate Marketing Center.

    Printing Services

    Unless otherwise agreed upon in writing Customer acknowledges that Company will submit paid printing orders to a production company of Company’s choosing. The production will be done in a professional manner in accordance with the most current printing procedures on commercial printing equipment.

    1. Company may or may not be able to provide paper types, finishing options, delivery options outside of the currently offered products.
    2. Company shall provide general timelines for the printing services however these timelines are subject to change and are not guaranteed.
    3. The company does provide direct mail printing services. These services and the costs of printing are subject to change. Additionally the Company is not responsible for the deliverability of items mailed with respect to the quality of the mailing list uploaded by the Marketing Center user or the list purchased through the Marketing Center website.
    4. Items printed and mailed may be damaged in the mailing process through the USPS. This damage varies and is inherent to the mailing process, Company shall not be responsible for the damage or any associated cost related to mailed items damaged by USPS.
    5. Company shall provide print pricing matrix for use with all printing orders.

    Technology and Content Upgrades

    Breakthrough Broker LLC, makes periodic technology upgrades throughout each year. Technology upgrades, standard, (not custom) to the core technology platform shall be added to individual brokerage marketing centers at no cost. New content placement shall occur a minimum of twice per year.

    Term and Termination

    The Terms and Conditions shall become effective on the date of execution of an applicable Real Estate Marketing Center Subscription Agreement and continue through the balance of the Term. Customer agrees and acknowledges that Breakthrough Broker has no obligation to retain Customer Data after the (45) forty-five day retrieval period, post termination or expiration of the applicable Real Estate Marketing Center Subscription Agreement and these Terms and Conditions and any such Customer Data may be irretrievably deleted after such time. The following provisions shall survive termination or expiration of Real Estate Marketing Center Subscription Agreement:

    Mutual Indemnification

    (a) Breakthrough Broker shall defend, indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a patent issued as of the Effective Date, or trademark of a third party; provided, however, that: Customer (i) promptly gives written notice of the claim to Breakthrough Broker; (ii) gives Breakthrough Broker sole control of the defense and settlement of the claim (provided that Breakthrough Broker may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to Breakthrough Broker all available information and reasonable assistance; and (iv) has not compromised or settled such claim. The parties are responsible for each of their own costs and liabilities, for claims arising from any infringement arising from the combination of the Service with any of Customer’s products, service, and hardware or business process. The parties will cooperate with one another and exchange appropriate information reasonably available to assist in developing a course of action. Breakthrough Broker shall be relieved from its obligations under this paragraph to the extent the claim is primarily attributable to (i) Customer’s use of the Service in a manner not authorized under this Agreement; (ii) Customer’s modification of the Service not recommended by Breakthrough Broker; or (iii) Customer’s use of the Service or any data derived from the Service in violation of any federal, state or local law, rule, or regulation. (b) Customer shall defend, indemnify and hold Breakthrough Broker, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a third party claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, any third party User provided in any such case that Breakthrough Broker: (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Breakthrough Broker of all liability); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim. Customer shall be relieved from its obligations under this paragraph to the extent the claim is covered by an indemnification obligation of Breakthrough Broker as set forth in this Agreement.

    Notice

    Breakthrough Broker may give notice applicable to the general customer base of the Service by electronic mail to Customer’s e- mail address on record in Breakthrough Broker’s account information or by written communication sent by first class mail or pre-paid post to Customer’s address on record in Breakthrough Broker’s account information. Other notices as may be required hereunder must be sent to the corporate headquarters of the respective party by nationally recognized overnight delivery service, pre-paid certified United States mail, or electronic mail at such address as has been previously provided in writing by the receiving party. Notices to Breakthrough Broker shall be addressed to the attention of the Legal Department. Assignment; Change in Control

    Real Estate Marketing Center Subscription Agreement and these Terms and Conditions may not be assigned by Customer without the prior written approval of Breakthrough Broker. Notwithstanding the foregoing, an assignment may be made without Breakthrough Broker’s consent to (i) a parent or subsidiary, (ii) an acquirer of all, or substantially all, of Customer’s assets, or (iii) a successor by merger. Notwithstanding the foregoing, no such assignment shall be permitted if any proposed assignee is reasonably deemed to be a competitor of Breakthrough Broker. Breakthrough Broker may assign its rights and responsibilities pursuant to these Terms and Conditions or any applicable Real Estate Marketing Center Subscription Agreement by notifying Customer in writing of the same.

    Force Majeure

    Neither party shall be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage, an act of God, electrical, internet or telecommunication outage that is not caused by the obligated party, or other events outside of the reasonable control of the obligated party. General Governing Law: Real Estate Marketing Center Subscription Agreement, these Terms and Conditions, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Colorado. To the extent permitted, the parties hereby waive their right to trial by jury and agree to submit to the personal jurisdiction and venue of State or Federal Court in the State of Colorado.

    Severability: In the event any provision of any applicable Real Estate Marketing Center Subscription Agreement or these Terms and Conditions shall be deemed unenforceable, or void, or invalid, such provision shall be modified so as to make it valid and enforceable and as so modified, the entire agreement shall remain in full force and effect.

    Relationship of the Parties:

    In furnishing products and services to Customer, the Parties are acting only as independent contractors. Nothing in any applicable Real Estate Marketing Center Subscription Agreement or these Terms and Conditions is intended to be construed to establish any relationship of agency, partnership, joint venture or employment between the Parties. Additionally, the Parties: (a) expressly disclaim such relationship; (b) agree that they are acting solely as independent contractors hereunder; and (c) agree that they have no fiduciary duty to one another or any other special or implied duties that are not expressly stated herein. Neither Party has any authority to act as agent for, or to incur any obligations on behalf of or in the name of the other Party or its affiliates, except as expressly stated herein. Waiver: The failure of Breakthrough Broker to enforce any right or provision hereunder shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Breakthrough Broker in writing.

    Entire Agreement:

    These Terms and Conditions, together with any applicable Real Estate Marketing Center Subscription Agreement, comprises the entire agreement between Customer and Breakthrough Broker and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

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