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Terms of Use
Thank you for using TotalBrokerage! The web site located at www.totalbrokerage.com (the “Site") is owned and operated by Brokerage Management Solutions, Inc. (“Company") whose contact information is located at www.totalbrokerage.com. By using and accessing the Site and logging on to the Site you expressly acknowledge that you have read and understand these terms of use (“Terms of Use") and agree to be bound by the Terms of Use. “You” or “Your” means the company or other legal entity which is the Company’s customer and for which you are accepting these Terms, including its affiliates if and as provided in the SaaS Services Agreement.
These Terms of Use of Use, which incorporate Company’s Privacy Policy constitute a legally-binding agreement between the Company and You. YOU SHOULD READ THESE TERMS OF USE OF USE AND COMPANY’S PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICES.
These Terms of Use apply to all users of the Services. You may use the Services only in compliance with these Terms of Use. If You do not agree to be bound by and comply with these Terms of Use, You may not use the Services.
1. USE OF THE SITE
The Site is provided solely for information purposes. Company may modify or change the Terms of Use at any time by posting notice of such change on Site. Other changes may be posted to Company’s Terms of Use page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, You agree to be bound by the revised Terms of Use. If You do not agree to the new Terms of Use, You agree to stop using the Services.
If there is a dispute about the Terms of Use or the Services, the Terms of Use in effect at the time the dispute arose shall apply.
Company may make certain information or Services available via the Site only pursuant to additional guidelines, rules or agreements applicable to such Services, which may be posted from time to time.
You are entitled to view, copy and print any documents that are made generally available on Site but only for your own internal business purposes. Any sale, transmission or redistribution of Site or its content, and any copying, modification or other use of Site or its content for any purposes other than your own internal business purposes, are strictly prohibited.
You are prohibited from using Site to gain unauthorized access, directly or indirectly, to Company’ computer systems or a third party’s computer systems. You shall not interfere with another user’s use or enjoyment of Site.
Company reserves the right, in its sole discretion, to take action that it deems appropriate for violations of this Terms of Use, including but not limited to: terminating your access to Site, filing criminal charges against you, or initiating of a civil action against you.
To the extent required to do so by law, Company will fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose information regarding users of Site.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
2. PRIVACY POLICY
Registration data and certain other information about you is subject to our Privacy Policy. For more information, please see our full Privacy Policy located here: https://www.totalbrokerage.com/privacy-policy/
With limited exceptions identified in Company’s Privacy Policy, we will not share Your Content with others for any purpose unless You specifically authorize us to. The manner in which we collect and use Your information generally is explained in Company’s Privacy Policy.
You acknowledge that Company has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files or any other information You may be able to access using the Services.
3. ACCOUNT SECURITY
Use of Your subscription is personal to You or Your organization, as applicable. Except as specifically permitted by these Terms of Use, You may not resell, assign, distribute, transfer or otherwise provide Your subscription, Your Login ID and/or Password to any third party.
You are solely responsible for safeguarding and maintaining the confidentiality of Your Login ID and Password.
You are also solely responsible for any activity using Your account, whether or not You authorized that activity. You should immediately notify Company of any unauthorized use of Your account.
4. AVAILABILITY OF THE SERVICES
We try Company’s best to have the Services available 24 hours a day, 7 days a week. There may still be times when the Services are unavailable for routine maintenance, to correct technical difficulties, or for some other reason. Availability of the Services is subject to change at any time in Company’s sole discretion.
5. COMPANY PROPERTY AND FEEDBACK
These Terms of Use do not grant You any right, title, or interest in or to the Services or the associated content. We appreciate it when users send us feedback, but please be aware that we may freely use any feedback, comments, or suggestions You send us without any obligation to You.
The Services are protected by copyright, trademark, patent and other laws of both the United States and foreign countries. These Terms of Use do not grant You any rights to use the Company trademarks, logos, domain names, or other brand features.
6. PROPRIETARY RIGHTS
The Services and all associated content (including any derivatives of or enhancements to the same), and all intellectual property rights to the same (including trademarks, service marks, trade names, trade dress) that appear in connection with the Services, are owned by or licensed to Company.
The Site contains proprietary information that is protected by applicable intellectual property and other laws. You acknowledge and agree that the proprietary information is protected (as applicable) by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Company, you shall NOT modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, in whole or in part.
7. TERMINATION
Company may terminate your access to or use of the Site and remove and discard any content within the Site, for any reason. Company may also discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to Site under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that Company may immediately deactivate or delete all related information and files. Further, you agree that Company shall not be liable to you or any third-party for any termination of your access to Site.
8. LINKS TO THIRD PARTY SITES
The Site may provide links to third party website(s) or resources. Such website(s) are publicly available and Company is providing access to such website(s) through the Site solely as a convenience to you. Because Company has no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability of such external sites or resources. The fact that access to such website(s) is provided does not constitute any endorsement, authorization or sponsorship of such website(s) or their sponsors by Company. Company does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. You understand and agree that you will use or rely on such web sites solely at your own risk and that Company does not grant to you any rights in respect of such website(s).
9. INDEMNITY
You agree to indemnify and release Company and its affiliates from and against any and all claims, liabilities, losses, obligations, costs, expenses (including attorney’s fees and costs) and damages brought by third-parties arising out of, related to, resulting from, or that may arise from Your use of the information or the Site, including, without limitation, any claims that if the allegations were true, would constitute a breach of any of the representations, warranties, agreements or promises made by You herein. You also agree to cooperate fully with the Company in the defense of any claim that is the subject of Your obligations hereunder.
10. DISCLAIMER OF WARRANTIES
a. COMPANY STRIVES TO PROVIDE ACCURATE AND UP-TO-DATE MATERIAL ON THIS SITE. HOWEVER, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR TIMELINESS OF THE MATERIAL PROVIDED ON THIS SITE. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ON THIS SITE. YOUR USE OF SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. COMPANY MAKES NO WARRANTY THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SITE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.
11. LIMITATION OF LIABILITY
a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE, (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SITE, OR (iv) ANY OTHER MATTER RELATING TO THE SITE.
b. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
12. NOTICE
Notices to you may be made via either e-mail, regular mail, or by displaying notices or links to notices to you generally on Site.
13. RELATIONSHIP TO OTHER AGREEMENTS
These Terms of Use apply in addition to (and not in lieu of) the SaaS Services Agreement.
14. CONSENT DISCLOSURE
Before we can accept your personal information and allow you to sign and submit documents electronically, you need to be aware of the following information and must affirmatively agree to the following:
- Your responses to all questions throughout either electronic process will be recorded and made part of your electronically signed documents.
- As part of the use of electronic signatures, you will be required to create a log-in and password for future use, consisting of your unique username and a password specifically chosen by you. You must keep your password confidential as it can be used to electronically sign additional documents.
- You can return to our website at any time (using your login information) to review, save, and print the documents you signed electronically.
- You have read and agree with the verification and security procedures in our Privacy Policy and the Terms of Use.
15. E-SIGNATURE ACKNOWLEDGMENTS
By signing up for a Company account and using Company’s services, You acknowledge and agree to all of the following:
- You have read and understood the Terms of Use;
- You agree that Your electronic signature is the equivalent of a manual signature and that we may rely on it as such in connection with any and all agreements You may enter into using the Services and any documents You electronically sign using the Services;
- You acknowledge and agree that it is Your obligation to immediately advise us of any change in Your electronic address (i.e., email address);
- You acknowledge and agree that it is Your obligation to immediately advise us in the event that You withdraw Your consent to use electronic means for use of Services;
- You agree to the Terms of Use set forth above;
- You acknowledge and agree that the various security and verification procedures adopted by us in the Privacy Policy in connection with the documents to which You will affix Your electronic signature constitute reasonable and secure security procedures; and
- You acknowledge and agree that in the event that any person known to You (whether it be a family member, member of Your household, or otherwise) misappropriates any of the security devices connected with Your Company login/electronic signature account and such misappropriation could not reasonably be detected by us, we shall have the right to treat all resulting electronic signatures as though they were affixed by You.
16. TEXT MESSAGING
You authorize the Company to send text messages (including SMS and MMS) and pre-recorded phone calls/messages to you from time-to-time. Messaging, voice, and data rates may apply and are your financial responsibility.
17. GENERAL PROVISIONS
a. The failure of Company to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If, for any reason, a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Terms of Use, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible, and the remainder of this Terms of Use will continue in full force and effect.
b. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Site or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
c. THIS TERMS OF USE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING REGARD TO THE CHOICE OF LAW PROVISIONS OF THE STATE. IN THE EVENT THAT ANY PROVISION OF THIS TERMS OF USE OR ANY PART HEREOF IS FOUND INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS TERMS OF USE WILL BE BINDING ON THE PARTIES HERETO AND WILL BE CONSTRUED AS IF THE INVALID OR UNENFORCEABLE PROVISION OR PART THEREOF HAD BEEN DELETED.
d. These Terms of Use constitute the entire and exclusive agreement between You and Company with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. If You are paying for the Services or someone is paying for the Services on Your behalf, the previous sentence does not apply and You remain subject to the terms of all agreements with Company related to Your use of the Services.
e. These Terms of Use create no third party beneficiary rights.
f. Company’s failure to enforce a provision of these Terms of Use is not a waiver of Company’s right to do so later.
g. You may not assign any of Your rights in these Terms of Use, and any such attempt is void. Company may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
h. Company and You are not legal partners or agents; instead, Company’s relationship is that of independent contractors.
i. The provisions of these Terms of Use which by their nature should survive suspension or termination of Your subscription shall survive, including the provisions in the “Miscellaneous” section or relating to intellectual property ownership, Your obligation to pay fees, disclaimers, limitations of liability, arbitration, class actions, or jury trials.
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