1 WEBSITE AS A SERVICE ACCEPTANCE OF TERMS.
1.1 Brokeragewebsites.com is a division of Intitech, LLC (referred to here as “Intitech”) provides its Website As A Service (as defined below) to You through its web site located at www.brokeragewebsites.com (the “Site”), subject to this Terms of Service agreement (“AGREEMENT”). By accepting this AGREEMENT or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this AGREEMENT. If You are entering into this AGREEMENT on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these AGREEMENT, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these AGREEMENT, You must not accept these AGREEMENT and may not use the Service.
1.2 Intitech may change this AGREEMENT from time to time without prior notice. You can review the most current version of this AGREEMENT at any time at https://brokeragewebsites.com/terms. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this AGREEMENT is not acceptable to You, your only remedy is to stop accessing and using the Service.
2 DESCRIPTION OF SERVICE.
2.1 The “Service” includes and is limited to: (a) Website-as-a-service, (b) Editor Access to WordPress Dasboard (c) SSD Hosting, (d) Name server set up, (e) Client training on use of the website, (f) Use of Stock images, icons and content, (g) on-going client support, (h) Software updates, (i) Server Maintenance, (j) Security & Maleware Scanning, (k) Uploads up to 2mb / per file, (l) Monthly Bandwidth monitoring, (m) Site Backups daily, weekly and monthly, (n) Site recovery and restore – in the event of website hacking.
2.2 Client and Intitech agree on scope and website design before commencement of project.
2.3 Client is solely responsible for and must provide: (a) registered domain name, (b) access to domain account, (c) all site content, all site images, and subscriptions to any property listing services.
2.4 Client owns the content, this includes: written words i.e. page text, blog posts text and supplied images.
2.5 Intitech owns the Site Design, WordPress theme and server space.
3 GENERAL CONDITIONS/ ACCESS AND USE OF THE SERVICE.
3.1 Subject to the terms and conditions of this AGREEMENT, You may access and use the Service only for business purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this AGREEMENT; (b) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
3.2 Subject only to the limited right to access and use the Service expressly granted to You under this AGREEMENT, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Intitech. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Intitech, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
3.3 You are responsible for all information, content, images, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account.
3.4 Intitech reserves the right to access any or all Your accounts in order to respond to Your requests for technical support. We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. We will not disclose Your data except if compelled by law or if permitted by You.
3.5 You understand that the technical processing and transmission of the Service, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Intitech’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Intitech will use reasonable efforts to publish on the site or notify You of any planned downtime of the Service.
3.6 The failure of Intitech to exercise or enforce any right or provision of this AGREEMENT shall not be a waiver of that right. You acknowledge that this AGREEMENT is a contract between You and Intitech, even though it is electronic and is not physically signed by You and Intitech, and it governs Your use of the Service and takes the place of any prior agreements between You and Intitech.
3.7 FTP Access Prohibited. FTP access will not be granted in any form.
3.7a Third Party Applications & Executable files are prohibited.
3.7b File Sharing. File sharing is prohibited
3.8 Passwords. Each user shall keep their passwords private and for their own use only. Rolling password updates are made periodically.
3.9 Fraud and related unauthorized activity. It is a crime to access our servers, computers, software, themes, websites without Intitech’s explicit authorization and consent. Unauthorized access is strictly prohibited and punishable by law. Cybercrime offenses are covered by Title 18, United States Code (USC) Section 1030.
4.1 Intitech Services are subject to an annual or monthly service fee, pursuant to the Fee Schedule, and by registering for such Intitech Services you authorize Intitech to debit your Payment Account for any and all such fees.
4.2 The Fee is due annually or monthly, in advance of the provision of services. In the event that Intitech determines that the services of a collection agency are necessary or appropriate to collect amounts due under this paragraph, which determination shall be made in Intitech’s sole and unfettered discretion, any and all collection agency fees and other costs of collection shall be added to any amounts due under this provision.
4.3 If the client request substantial design changes that differ from the originally agreed upon project. Intitech reserves the right to charge client for the additional development expenses.
4.4 All Fees must be paid in United States Dollars in advance of the provision of services. You also agree that Intitech may automatically debit your Payment Account, without further authorization from you, for any renewal term, applicable to Your Services or Your Website. If payment in full is not received by Intitech from the provider of your Payment Account or its agents, you agree to pay all amounts due from you for Your Services upon demand by Intitech.
4.5 Intitech may offer subsequent promotional rates or special offers, the terms of which may or may not be more favorable than the terms and conditions for Your Services. Any such promotions or modifications shall not effect your obligations under this Agreement. Promotional fees may be subject to additional terms and conditions which, to the extent they conflict with the terms of this Agreement, shall govern. Promotional fees and special offers may not be combined.
4.6 You shall pay all costs of collection, including reasonable attorney’s fees and costs, in the event any invoice requires collection efforts. All accounts referred to a collection agency shall be subject to an additional fee of $198.71, which must be paid in full before the account is reactivated.
4.6 Upon cancellation of this Agreement you will not receive a prorated refund of any pre-paid, refundable fees for the remainder of any term. Intitech may, in its sole discretion, refund other amounts as it deems necessary or advisable.
4.7 Automatic Subscription Renewals. To ensure uninterrupted service, we’ll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period thereafter until cancellation. Your renewal period will be equal in time to the renewal period of your current subscription. For example, if you’re on a monthly subscription plan, each billable renewal period will be for one month. We’ll automatically charge you the applicable amount using the payment method you have on file with us. We’ll let you know in advance if you’re purchasing a Paid Service that includes auto-renewal payments. You can disable auto-renewal at any time via the Services or by contacting Customer Care.
5 PAYMENT AND REFUNDS.
5.1 Payments. The Service is made available on a pay-as-you-go basis and is charged at the start of Your subscription term (generally annually or monthly). Once You have provided credit card details, You will be promptly billed.
5.2 Credit Card Billing. Intitech uses a third-party intermediary to manage credit card processing.
6 CANCELLATION, TERMINATION and TRANSFERS.
6.1 You are responsible for properly canceling Your account. The account owner (as defined in the sign-up procedure) can cancel the account at any time by emailing mat t at brokeragewebsites dot com. There are no other means of canceling Your account. You will lose access to all of Your content and website theme upon cancellation and we will delete it in our normal course of business operations. This information cannot be recovered once your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, your cancellation will take effect immediately and You will not be charged again. Proration of Your annual fees is at the sole discretion of Intitech management.
6.2 Intitech reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your content in the Service, for any reason, including, if Intitech believes that You have violated this AGREEMENT. Intitech will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. Intitech shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
6.3 Non-payment: Intitech may suspend performance under or terminate this Agreement and cease transmission of data associated with Your Web Site immediately and without notice if your Payment Account provider refuses payment of fees or charges or you refuse authorization for same, or if payment for the Intitech Services is more than fifteen days overdue.
6.4 After termination, you will no longer have access to your account and Your Data, including but not limited to content, images, log files, databases, theme files, or other data files associated with your account may be deleted. Intitech accepts no liability for such deleted information or content. Site content is available upon request and will be delivered electronically via WordPress XML file.
6.5 TRANSFERS: If you wish to transfer your site to a new website provider we will send your site’s XML file along with a zipped copy of your wp-content/uploads folder. Per our licensing agreements and internal policy clones and/or copies of the site theme and design are not permitted. No FTP or WP Administrator access will be granted under any circumstance.
7 DISCLAIMER OF WARRANTIES. The service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, to the fullest extent permitted by law and intitech expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that intitech does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free and no information or advice obtained by you from intitech or through the service shall create any warranty not expressly stated in this agreement.
8 LIMITATION OF LIABILITY.
8.1 Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall intitech be liable to you or any third party for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or business interruption. In addition, intitech shall not be liable for any direct damages, costs, losses or liabilities in excess of the annual service fee paid or payable by you for the one year preceding the time of any claim for monetary damages or one hundred ($100) u.s. dollars. The provisions of this section allocate the risks under this agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this agreement.
8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, intitech’s liability will be limited to the greatest extent permitted by law.
9 ASSIGNMENT. Intitech may assign or transfer this AGREEMENT, in whole or in part, without restriction.
10 MARKETING & ADVERTISING OF REAL ESTATE SERVICES COMPLIANCE. You are responsible for complying with any applicable laws, rules, or regulations governing the marketing and advertising of real estate services.
11 GOVERNING LAW. These AGREEMENT shall be governed by the laws of the State of Colorado without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Colorado for the purpose of resolving any dispute relating to Your access to or use of the Service.
12. YOUR INDEMNIFICATION OF INTITECH. You agree that you shall fully defend and indemnify Intitech, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, attorneys’ fees, arbitration fees, mediation fees, expert expenses, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of you or your agent(s) to fully comply with all duties, obligations and other provisions set forth in this Agreement, including, but not limited to, your warranties set forth in Sections 8, 10, 14 or your violation of a third party’s intellectual property rights. You further agree to defend, indemnify and hold harmless Intitech, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, loses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of you or your agents in connection with the performance of this Agreement. You agree that Intitech shall have the right to participate in the defense of any such claim through counsel of its own choosing at your expense.
13. SERVICES RENDERED ON A NON-EXCLUSIVE BASIS. Any and all services which are or may be provided to you by Intitech pursuant to this Agreement, including the licensure of rights herein, are non-exclusive and nothing in this Agreement shall limit or restrict Intitech from providing similar services and granting similar licenses to third parties regardless of whether such third parties are competitors of you. Nothing in this Agreement shall limit or restrict Intitech from engaging in any activities similar to yours or in competition with you.
14. NO EDITORIAL CONTROL BY INTITECH. In reliance on your express warranties regarding Your Data, Intitech shall neither have nor exert any editorial or other subjective control over the substantive content of Your Data . Intitech does not engage in any monitoring of Your Data, and exercises no control over information which is found on the internet, except for its own Web Site. Intitech cannot be held responsible for the accuracy, correctness, or legality of such information. You are solely responsible for the content of Your Web Site and for verifying the accuracy and suitability of information and services you obtain from third parties via the internet.
15. SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision.
16. NON-ENFORCEMENT DOES NOT CONSTITUTE WAIVER. Failure of Intitech at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of Intitech.
17.1 Intitech may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to Intitech. Such notice is deemed effective whether you receive it or not and shall be deemed written notice for the purposes of this Agreement.
17.2 You may provide notice to Intitech in one of the following ways: by personal delivery; by addressing the notice as indicated below and depositing the same by registered or certified mail, postage prepaid, in the United States mail, Intitech 40 Madison Street, Suite 102, Denver CO, 80206; by Federal Express; by email transmission; or by e-mail and registered or certified mail.
18. FORCE MAJEURE.
18.1 In the event of “force majeure” (as defined below), Intitech may terminate this Agreement without liability to you. For purposes of the Agreement, “force majeure” shall mean circumstances or occurrences beyond Intitech’s reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which Intitech cannot reasonably be required to perform its obligations hereunder or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any computer hardware or software, server, or network on which the Intitech Services are located or maintained or through which the Intitech Services are provided, and nonavailability of any permits, licenses and/or authorizations required by governmental authority.
18.2 Intitech reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Intitech Services (or any part thereof) with or without notice. You agree that Intitech shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Intitech Services.
19. NO ASSIGNMENT BY YOU; ASSIGNMENT BY INTITECH. This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by you without Intitech’s prior written consent. In particular, you may not sell accounts or subaccounts to third parties. Notwithstanding the above, this Agreement shall be binding upon your successors and assigns, if any. Intitech may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.
20. ARBITRATION AND WAIVER OF JURY TRIAL.
20.1 Any and all disputes as to the interpretation of or any performance under this agreement which are not first resolved informally, shall be determined by binding arbitration in Denver, CO in accordance with the rules of judicial arbitration and mediation services, inc (“jams”) and in accordance with the rules of jams. Any award arising out of such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction in the United States. Any action to confirm or vacate such an award must be brought in either the Court of Common Pleas of Denver, Colorado. You consent to personal jurisdiction and venue in such courts and you waive any challenge to personal jurisdiction or venue in such courts. You further agree that Intitech shall be entitled to collect its attorneys’ fees, costs and other expenses in the event that Intitech acts to enforce this arbitration and forum selection clause, regardless of whether Intitech prevails in the underlying action. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and the law of the Denver, Colorado and the federal law of the United States of America. There are no exceptions to these mandatory arbitration provisions except as set forth in Section 20 Notwithstanding the provisions of Section 20, if you fail to timely pay amounts due Intitech may assign your account for collection and the collections agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by Law or this Agreement.
20.2 Nothing in Section 20.1 shall preclude Intitech from: (i) seeking and obtaining any injunctive relief or attachment and expedited discovery or other equitable relief to enforce the terms of this Agreement or to remedy a breach thereof, or (ii) bringing an action to enforce this Agreement or the provisions hereof in the event JAMS will not or cannot arbitrate a particular dispute. Any action under this section may be brought in either the United States District Court for the Denver District of Colorado, and each party consents to the in personam jurisdiction of such Courts for the purpose of any such action or proceeding. Each party hereby waives all rights it has or which may hereafter arise to contest such exclusive jurisdiction of the United States District Court for the Denver District of Colorado.
20.3 In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND Intitech THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived.
20.4 Neither you nor Intitech may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. YOU AND Intitech ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION
20.5 This Agreement shall be interpreted according to the laws of Denver Colorado, United States of America, and, where applicable, the federal law of the United States of America, without regard to conflicts of law principles.
21.1 This Agreement may be materially altered by Intitech by posting the new version of the Agreement at https://brokeragewebsites.com/terms/ and if posted in this manner, shall be effective immediately upon posting such notice. In the event that Intitech does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change.
21.2 You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of Intitech. No additional or conflicting term in any other document used by you will have any legal effect.
22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of Intitech or you has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement, and Intitech and you hereby acknowledge and agree that neither Intitech nor you have executed this Agreement in reliance upon any such representation or promise.
23. STATUTE OF LIMITATIONS. 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 the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
24. ELECTRONIC ACCEPTANCE THE LEGAL AGREEMENTS SET OUT ABOVE GOVERN YOUR USE OF OUR SERVICES.