Terms of Service

Effective Date: January 1, 2025

1. Acceptance of Terms

By creating an account, accessing, or using BrokerPayHQ ("the Service"), operated by BrokerPayHQ LLC ("Company," "we," "us," or "our"), you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not use the Service.

2. Description of Service

BrokerPayHQ is a web-based software-as-a-service ("SaaS") platform that provides real estate brokerages with tools for commission disbursement calculations, payout statement generation, agent management, and transaction record-keeping. The Service is provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind.

3. Account Registration and Security

• You must provide accurate, current, and complete information during registration and keep it updated.
• You are solely responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
• You must notify us immediately at [email protected] of any unauthorized access or security breach.
• One person or legal entity may maintain only one brokerage account. We reserve the right to refuse registration or terminate accounts at our sole discretion.
• You are responsible for all actions taken through your account, whether or not authorized by you.

4. Permitted Use and Restrictions

You may use BrokerPayHQ solely for lawful internal business purposes related to real estate commission management. You expressly agree not to:

• Use the Service for any illegal, fraudulent, or unauthorized purpose.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks.
• Interfere with, disrupt, or create an undue burden on the Service or its infrastructure.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Reproduce, duplicate, copy, sell, resell, sublicense, or exploit any portion of the Service without our express written permission.
• Use the Service to transmit any viruses, malware, or other harmful code.
• Use automated scripts, bots, or scraping tools to access or collect data from the Service.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.

5. Intellectual Property

The Service, including all software, designs, text, graphics, interfaces, and the selection and arrangement thereof, is owned by the Company and protected by copyright, trademark, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use it in accordance with these Terms.

6. Your Data

You retain ownership of all data you enter into BrokerPayHQ ("User Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit User Data solely as necessary to provide and improve the Service. We do not sell User Data to third parties. Our handling of User Data is further described in our Privacy Policy.

7. Financial and Regulatory Disclaimer

BrokerPayHQ is a calculation and record-keeping tool only. The Service does not constitute and shall not be construed as financial, legal, tax, accounting, or regulatory advice of any kind. You acknowledge and agree that:

• You are solely and exclusively responsible for verifying the accuracy of all commission calculations, disbursement amounts, and payout statements generated by the Service before relying on or distributing them.
• You are solely responsible for ensuring compliance with all applicable federal, state, and local laws, regulations, and real estate commission rules in all jurisdictions where you operate.
• The Company is not a licensed real estate broker, financial advisor, attorney, or accountant, and the Service is not a substitute for professional advice.
• You should consult with qualified legal, tax, and financial professionals regarding your specific circumstances.
• Any reliance on the output of the Service is at your sole and exclusive risk.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Any warranties that the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components.
• Any warranties regarding the accuracy, reliability, or completeness of any calculations, data, content, or results obtained through the Service.
• Any warranties arising from course of dealing, usage, or trade practice.

No advice or information, whether oral or written, obtained from the Company or through the Service shall create any warranty not expressly stated in these Terms.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, exemplary, or punitive damages of any kind;
• Loss of profits, revenue, business, savings, goodwill, or anticipated savings;
• Loss of data, use, or other intangible losses;
• Damages arising from or related to any calculation errors, disbursement errors, or incorrect payout amounts generated by the Service;
• Damages arising from unauthorized access to or alteration of your data;
• Damages arising from any interruption, suspension, or termination of the Service;
• Damages arising from any third-party conduct or content;

whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if the Company has been advised of the possibility of such damages.

IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO THE COMPANY FOR THE SERVICE DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY UNITED STATES DOLLARS ($50.00).

The limitations in this section shall apply regardless of the form of action, whether the claim is based on contract, tort, negligence, strict liability, or otherwise, and shall survive any failure of essential purpose of any limited remedy.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any commission calculations, disbursements, or payout statements you generate, distribute, or rely upon using the Service; (e) any dispute between you and your agents, clients, or third parties; or (f) your User Data.

11. Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and the Company (collectively, "Disputes") shall be resolved exclusively through final and binding individual arbitration rather than in court, except as set forth below.

11.1 Arbitration Rules and Forum

Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If AAA is unavailable, the parties shall agree on an alternative arbitration forum. The arbitration shall be conducted by a single arbitrator with experience in technology or commercial disputes.

11.2 Location and Procedure

The arbitration shall take place in Wake County, North Carolina, or, at the election of the claimant, may be conducted by videoconference. The arbitrator shall apply North Carolina substantive law. The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive 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.

11.3 Arbitration Fees and Costs

The party initiating the arbitration ("Claimant") shall be responsible for paying all arbitration filing fees and initial administrative costs as required by the AAA. Each party shall bear its own attorneys' fees and costs unless the arbitrator determines that a claim or defense was frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party. If the arbitrator finds that the Claimant's claims are frivolous or brought in bad faith, the Claimant shall reimburse the Company for its reasonable attorneys' fees and costs.

11.4 Class Action and Jury Trial Waiver

YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY. YOU AND THE COMPANY EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of representative or class proceeding.

11.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court for claims within that court's jurisdiction; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

11.6 Opt-Out

You may opt out of this arbitration provision by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. The notice must include your name, account email, and a clear statement that you wish to opt out of arbitration. If you opt out, all Disputes will be resolved in the state or federal courts located in Wake County, North Carolina.

11.7 Survival

This arbitration agreement shall survive termination of your account and these Terms.

12. Service Availability and Modifications

We strive to maintain high availability but do not guarantee uninterrupted, secure, or error-free access to the Service. We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice, and without liability to you. We may perform maintenance, updates, or modifications that temporarily affect availability.

13. Termination

Either party may terminate this agreement at any time for any reason. We may suspend or terminate your access immediately and without prior notice if we reasonably believe you have violated these Terms. Upon termination: (a) your right to use the Service ceases immediately; (b) you may request an export of your User Data within thirty (30) days; (c) after thirty (30) days, we may delete your User Data in accordance with our data retention policy. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 7-11.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email to your registered account address or through a prominent notice within the Service at least fifteen (15) days before taking effect. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may request account termination.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. To the extent litigation is permitted under these Terms, the exclusive jurisdiction and venue shall be the state and federal courts located in Wake County, North Carolina, and you consent to personal jurisdiction in such courts.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction or arbitrator, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

17. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

18. No Waiver

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the Company.

19. Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

20. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, power failures, internet or telecommunications failures, or cyberattacks.

21. Contact

For questions about these Terms, contact us at:

BrokerPayHQ LLC
Email: [email protected]