Hosting & Development Agreement

( Terms of Service )

for BROKER BOOST Clients

Last Updated: April 29th, 2024

This Hosting & Development Agreement (the "Agreement") is a legally binding contract between you ("Customer," "User," "You," or "Your") and Brokerboost.com, LLC and its affiliates and subsidiaries ("Company," "our," "us," or "we"). This Agreement governs your use of and access to the hosting and development services provided by the Company.

THIS AGREEMENT TAKES EFFECT WHEN YOU SUBMIT INFORMATION TO US TO INITIATE THE USE OF OUR SERVICES (the “Effective Date“). BY USING OUR SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1. Agreement Terms

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

2. Development & Hosting Services

Upon payment of the Initial Fee, the Company shall set up and customize the website according to Your specifications. After customization, You will manage the content of Your website through the administrative dashboard provided by the Company. The customized website shall remain hosted only on our servers and cannot be transferred to another hosting provider. The Company may use third-party features for the Service, but we cannot guarantee their functionality or provide support for third-party plugins or products.

3. Use Restrictions

You shall not use the Service beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly:(i) copy, modify, or create derivative works of the Service or the Company’s proprietary technology; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service without the express written permission of the Company; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any proprietary technology or software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service; or (v) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

4. Term and Termination

(a) Term. The term of this Agreement begins on the Effective Date and will continue until the Agreement is modified or service is terminated (the “Term”).
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Company may terminate this Agreement, effective immediately upon written notice to the Customer if the Customer fails to pay the fees owed to Company pursuant to the terms of this Agreement
(ii) Either party may terminate this Agreement, for any reason upon thirty (30) days’ written notice.

5. Service Usage and Termination

The Company may monitor, terminate, or suspend Your Account at any time. The Company may immediately, and without prior notice, terminate Your access to the Service if you violate or fail to comply with any term or provision of these Terms, pose a risk or legal exposure to the Company, or in response to requests by law enforcement or government agencies. Any termination or suspension of Your Account or access to the Service by the Company is at its sole discretion, and the Company shall not be liable for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any third-party may incur as a result of a Service Suspension.

6. Indemnification

The Company may utilize third-party features and/or hosting partners to provide the necessary technology for running the Service. You agree to indemnify, defend, and hold harmless the Company and its suppliers from any loss, cost, liability, or expense arising from Your data, use of the Service, or violation of these terms.

7. Customization and Development

For custom websites, the Company agrees to collaborate with the Customer for three (3) rounds of revisions at no extra cost. Should the project's parameters shift or require significant alterations, additional fees may apply for the labor involved.

The Company acknowledges that certain customization requests may not be possible due to resource limitations, development costs, or desired delivery timeframes. While we strive to find solutions for customization requests, we cannot guarantee the availability of a solution for every request. Any work performed by the Company beyond the scope of Scheduled Updates and the Initial Setup must be agreed upon in writing and will be billed separately. Refer to Appendices A and B for a comprehensive list of tasks beyond the Company's standard site setup process and associated labor rates.

8. Privacy Laws and Data Protection

You acknowledge and agree that any personal information, phone numbers, emails, and/or customer data provided by You to the Company, or data collected through Your use of our Service, has been collected lawfully according to applicable privacy laws, including the General Data Protection Regulation (GDPR). You are responsible for ensuring compliance with privacy laws. By using our Service, you expressly consent to receive text messages from the Company. The Company agrees to use collected data only for the purposes outlined in our Privacy Policy and will fulfill its obligations to keep such data secure.

9. Payment Terms

You agree to pay the Company an initial fee (the "Setup Fee") upon signing up, and a Monthly Hosting and Service Fee (the "Monthly Fee") as specified on the Website, which will be charged immediately upon purchase, as well as once every following month. The Company reserves the right to increase prices with thirty (30) days written notice.

10. Refund and Fees

The Initial Fee and First Monthly Fee is 100% refundable if You request a refund within seven (7) days after the website goes live. Please note that refunds requested after the 7-day period may not be eligible for consideration. Any additional fees incurred for work requested by the Customer shall be non-refundable. Late payments may be subject to finance charges, late fees, and collection fees as specified in this Agreement.

11. Intellectual Property Rights

Company retains all intellectual property rights in the website, including copyrights, even after the termination of this Agreement. You must not copy, imitate, modify, alter, amend, or use any intellectual property of Company without prior written consent. Any content You upload or transmit through the Service remains Your property, and You confirm that You own the necessary copyrights or have proper permissions. Company will not be held liable for any copyright claims against Your content.

12. Disclaimer and Warranties

Company makes no representation or warranty regarding the accuracy, completeness, reliability, or error-free nature of the Service or other information provided. The Service and any third-party software and services are provided "as is," without warranties of any kind. Company disclaims all express, implied, and statutory warranties, including those related to merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights. You agree to keep backup copies of Your uploaded content, and Company will not be liable for any content loss.

13. Limitation of Liability

IN NO EVENT WILL BROKERBOOST BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT SHALL BROKERBOOST'S CUMULATIVE LIABILITY EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

14. Third-Party Resources

The Site and/or Service may contain links to third-party websites and resources. Company is not responsible or liable for the availability, accuracy, content, or policies of such third-party websites or resources. Any links provided do not imply endorsement or affiliation. You acknowledge sole responsibility for and assume all risks arising from Your use of any third-party websites or resources.

15. Governing Law & Dispute Resolution

This agreement is governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.

16. Assignment

These Terms are not assignable, delegable, or otherwise transferable by You. Any transfer, assignment, or delegation by you is invalid. BrokerBoost reserves the right to transfer this Agreement without written permission from the Customer.

17. Revisions and Notifications

The Company reserves the right to revise these Terms, including the Privacy Policy, at any time and in its sole discretion. It is your responsibility to stay informed of the current Terms when accessing or using the Site. We will notify you of any substantial changes via the email address provided during signup. You are considered notified upon email delivery confirmation, and your continued use of the Services after any change to this Agreement constitutes your agreement to be bound by such changes. Any notices to Company must be sent to support@brokerboost.com

Appendix A

Out of Scope Work

The following tasks are considered beyond the standard scope of a BrokerBoost site setup:

IDX Services: IDX services are not encompassed within the initial or ongoing fee structure and are regarded as a separate cost.

Site Imports or Migrations: If the client requests the migration of an existing site or its content into the BrokerBoost website being developed, both the Customer and Company must engage in discussions to formulate a suitable strategy beforehand. Because of this, each migration scenario may vary in complexity and shall be treated as unique.

Extra Pages / Widgets / Custom Formatting: If the Client requires additional "specialty" pages, widgets, or custom formatting, the Company will generally strive to accommodate these requests. However, the Company reserves the right to quote additional fees for extensive or high-volume requests.

Appendix B

Labor Rates

Standard Labor Rate: This encompasses tasks such as data entry and general labor that do not necessitate custom design or programming.
Rate: $50.00 per hour

Landing Page Customization / Page Design: The Company's standard design rate covers landing page customization.
Rate: $150.00 per hour

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