Terms of Use
Biproxi, Inc
Last Modified: February 2, 2024
Welcome to Biproxi’s website platform (the “Biproxi Platform”), owned and operated by Biproxi, Inc. (“Biproxi,” “we,” or “us”). This page explains the terms by which you may use the Biproxi Platform, including subscribing to and purchasing membership services (“Subscription Services”) thereon and accessing and using our online and/or mobile services (the “App”), and software provided on or in connection with the service (collectively, the “Service”). By accessing or using the Service, or clicking a button or checking a box marked “I Agree” or something similar, you signify that you have read, understood, and agree to be bound by these Terms of Use (these “Terms”), to the collection and use of your information as set forth in the Biproxi Privacy Policy, which is hereby incorporated by reference. Members include investors (“Investors”), any other visitor or Member who registers for or otherwise accesses the Service (collectively, “Members”). These Terms apply to all Members.Certain services may be subject to additional Terms Of Use specified by us from time to time, and your use of such services is subject to those additional Terms Of Use, which are hereby incorporated into these Terms by reference.Please read this agreement carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires arbitration on an individual basis to resolve disputes.
1. USE OF OUR SERVICE
A. Biproxi Service
The Biproxi Platform is a global online commercial real estate marketplace for Brokers and Buyers and Tenants that aggregates property listings listed for sale and for lease and connects interested Buyers and Tenants with Brokers. Brokers may use the biproxi Platform to add a listing detailing information about a property that is for sale or for lease (a “Listing”). Biproxi may, but is not obligated to, review any Listing uploaded to the Platform.
BIPROXI DOES NOT, AND THE SERVICE IS NOT INTENDED TO, PROVIDE FINANCIAL OR REAL ESTATE ADVICE. BIPROXI IS NOT A FINANCIAL OR REAL ESTATE BROKER OR LENDER. FOR ADDITIONAL INFORMATION, PLEASE SEE SECTION 11 (NO WARRANTY). IF YOU ARE A BUYER OR TENANT USER IT IS YOUR RESPONSIBILITY TO CONFIRM THE LICENSED STATUS OF ANY BROKER LISTED ON THE PLATFORM.
Subject to the Terms Of Use of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service only and as permitted by the features of the Service. Biproxi reserves all rights not expressly granted herein in the Service and the Biproxi Content (as defined below). Biproxi may terminate this license at any time for any reason or no reason.
B. Eligibility
The Biproxi Platform is a global online commercial real estate platform for Investors that allows buyers and sellers to connect in a closed environment around non-binding real estate opportunities. Investors may use the Biproxi Platform to add information about a property or deal that is or could be for sale (a “Deal”). Biproxi may, but is not obligated to, review any Deal uploaded to the Platform and either accept or reject its addition to the Platform. Biproxi may remove a Deal at any time and for any reason.
You may use the Service only if you can form a binding contract with Biproxi, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Members previously removed from the Service by Biproxi.
C. Biproxi App
We may make software available to access the service via an app. To use the App you must have a mobile device that is compatible with the App. Biproxi does not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Biproxi hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the App for one Biproxi account on one mobile device owned or leased solely by you, for your personal use.
You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App.
You acknowledge that Biproxi may occasionally issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the Terms Of Use of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the App or any copy thereof. Biproxi or its third-party partners or suppliers retain all right, title, and interest in the App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Biproxi reserves all rights not expressly granted under these Terms. If the App is being acquired on behalf of the United States Government, then the following provision applies.
The App will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The App originates in the United States and is subject to United States export laws and regulations. The App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the App may be subject to other countries' import and export laws. You agree to comply with all United States and foreign laws related to use of the App and the Service.
D. App from Apple App Store
The following applies to any App you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms is solely between you and Biproxi, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services concerning the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever concerning the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Biproxi as provider of the software.You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Biproxi as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Biproxi, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.You and Biproxi acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the Terms Of Use of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
E. Biproxi Accounts
Your Biproxi account gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain different types of accounts for different types of Members. If you open a Biproxi account on behalf of a Biproxi, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
You may never use another Member’s account without permission.
When creating your account, you must provide accurate and complete information, and you must keep this information up to date. When you create an account and provide us with your information, we may verify your identity using a third-party provider. You hereby agree to and provide your consent for such verification. You are solely responsible for the activity on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Biproxi immediately of any security breach or unauthorized use of your account. Biproxi will not be liable for any losses caused by any unauthorized use of your account.
You may control your Member profile and how you interact with the Service by changing the settings in your settings page. By providing Biproxi your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, instead of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt-out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
F. Membership Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Biproxi servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Biproxi grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Biproxi Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Service; (x) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xi) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
Accessing any audiovisual content that may be available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Service. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Biproxi Service to a Member’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the Member.
We may, without prior notice, change the Service; stop providing the Service or features of the Service to you or to Members generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of these Terms. Upon termination for any reason or no reason, you continue to be bound by these Terms.
You are solely responsible for your interactions with other Biproxi Members. We reserve the right but have no obligation, to monitor disputes between you and other Members. Biproxi shall have no liability for your interactions with other Members, or for any Member’s action or inaction.
2. Member Content
We do not claim ownership of Member-generated content and material. Any photographs (except for Verified Images (defined below)), articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content, including all Deals and Investor Confidential Information that you submit or post on or through the Service
Neither you, nor any other person or entity, will have the right to (i) receive any royalty or consideration of any kind for the use of the Member Content under these Terms or (ii) inspect or approve the editorial copy or other material that may be used in connection with the Member Content. Biproxi will be free to use any ideas, concepts, know-how or techniques contained in such Member Content for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products that incorporate or otherwise rely upon such information. Biproxi shall have no obligation to monitor Member Content, use or display Member Content, compensate you for submitting Member Content or respond to any Member Content. Biproxi retains the right, in its sole discretion and without prior notice, to remove, revise or refuse to post any Member Content for any reason or no reason. Subject to the licenses granted in these Terms, you retain ownership of any copyright and other rights you may have in the Member Content.
By submitting or posting Member Content on the Service, on your social media accounts or through any tools or applications we provide for posting or sharing your Member Content with us, you represent and warrant that (i) you own or control any and all rights in and to the Member Content, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you have obtained permission from any individuals that appear in the Member Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the Member Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, (d) contain any email addresses, phone numbers or any contact information, provided, however that a Deal may contain such contact information, or (e) contain computer viruses, worms or other harmful files.
Upon request by Biproxi, you will furnish Biproxi with any documentation, substantiation or releases necessary to verify your compliance with these Terms. You are solely responsible for the Member Content and you hereby agree to indemnify and hold Biproxi and its employees, agents, affiliates, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.
A. Biproxi does not guarantee the truthfulness, accuracy or reliability of any Member Content or endorse any opinions you or anyone else expressed.
By submitting or posting the Member Content, you fully and unconditionally release and forever discharge Biproxi and its officers, directors, employees, and agents from any claims, demands and damages (actual or consequential, direct or indirect), whether now known or unknown, of every kind and nature relating to, arising out of or in any way connected with: (i) disputes between you and one or more Members or any other person or entity, or (ii) the use by Biproxi or you of the Member Content, including, without limitation, any claims that use of the Member Content under these Terms violates any of your Intellectual Property Rights (defined below), copyrights, rights of publicity or privacy, “moral rights,” or rights of attribution and integrity. You acknowledge and agree that Biproxi has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by you or any third party of any Member Content. Biproxi acts as a passive conduit for Member Content and has no obligation to screen or monitor Member Content. If Biproxi becomes aware of any Member Content that allegedly may not conform to these Terms, Biproxi may investigate the allegation and determine in its sole discretion whether to take action in accordance with these Terms. Biproxi has no liability or responsibility to Members for performance or nonperformance of such activities.
Biproxi has the absolute right to remove and/or delete without notice any Member Content within its control that it deems objectionable. You consent to such removal and/or deletion and waive any claim against Biproxi for such removal and/or deletion. Biproxi is not responsible or liable for failure to store posted content or other materials you transmit through the Service. You should take measures to preserve copies of any data, material, content or information you post on the Service or any other sites or platforms.
3. OUR PROPRIETARY RIGHTS
Except for your Member Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and Member Content belonging to other Members (the “Biproxi Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Biproxi and its licensors (including other Members who post Member Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Biproxi Content. Use of the Biproxi Content for any purpose not expressly permitted by these Terms is strictly prohibited.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Biproxi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Biproxi does not waive any rights to use similar or related ideas previously known to Biproxi, or developed by its employees, or obtained from sources other than you.
4. PRICING: PAYMENT INFORMATION
A. General
We may charge for access to portions of the Service, including for our Subscription Services. You agree to the pricing and any additional payment terms made available to you at the time of the contract signing. You agree that you are bound by the payment terms in the contract.
B. Subscription Services
Access to some of the portions of the Service may be limited depending on whether you have purchased a Subscription Service. Members that sign up and register to participate in a Subscription Service agree to and are subject to the fees and any additional terms for such Subscription Service. If we change the fees or other charges associated with our various Subscription Service, we will provide you with notice of such changes, such as by email or a notice posted on our Biproxi Platform. We use third party service providers, such as Intuit Quickbooks, to process all payments through our Service. Your use of the Intuit Quickbooks payment platform is subject toIntuit Quicksbooks terms or service available at https://www.intuit.com/privacy/statement/.
C. Automatic Renewal of Membership
WHEN YOU REGISTER FOR A SUBSCRIPTION SERVICE THAT AUTOMATICALLY RENEWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I) BIPROXI (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY, SEMI-ANNUAL, OR ANNUAL BASIS FOR YOUR SUBSCRIPTION SERVICE (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION SERVICE CONTINUES, (II) THE AMOUNT YOU ARE CHARGED MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND (III) YOUR SUBSCRIPTION SERVICE IS CONTINUOUS AND WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE PLATFORM OR SUBSCRIPTION SERVICES IN ACCORDANCE WITH THESE TERMS. YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION SERVICE IS SUBJECT TO AUTOMATIC RENEWALS AND YOU CONSENT TO AND ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES TO YOUR CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW.
YOU FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF YOU ARE NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE SUBSCRIPTION FEES.
D. Cancellation Policy
YOU MAY CANCEL YOUR SUBSCRIPTION SERVICE AT ANY TIME BY CONTACTING CONTACT@BIPROXI.COM ANY NOTICE OF CANCELLATION MUST BE IN WRITING. SUCH CANCELLATION REQUEST WILL BE PROCESSED IN THE MONTH FOLLOWING BIPROXI’S RECEIPT OF YOUR NOTICE.
E. No Sales to Children
Biproxi does not sell products through its Service for or to children, but only to adults, who can purchase with a credit card or other permitted payment method. If you are under eighteen (18) years of age, you may use the Service only with involvement and consent of a parent or legal guardian.
F. No Refunds
You may cancel your account at any time; however, there are no refunds for cancellation, except as expressly set forth herein. In the event that Biproxi suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund for any unused time on a subscription or for anything else.
G. California Residents
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5. PRIVACY
We care about the privacy of our Members. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.
6. SECURITY
Biproxi cares about the integrity and security of your personal information and Member Content. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information or Member Content for improper purposes. You acknowledge that you provide your personal information and Member Content at your own risk.
7. CONFIDENTIALITY
If you are an Investor, you may use the “Data Vault” feature of the Service to upload certain confidential information (“Investor Confidential Information”) pertaining to a Deal, such information will be deemed Investor Confidential Information provided that the information is identified as confidential. By uploading such Investor Confidential Information to the Biproxi Service, you hereby grant to Biproxi and its affiliates a perpetual, irrevocable, royalty-free, worldwide, and transferable license to publish, reformat, distribute, reproduce, display, transmit, host, archive, store, cache, and use the Investor Confidential Information in order to provide the Service to you, which includes without limitation disclosing such information to Members who have agreed to the Confidentiality Agreement prior to accessing the Data Vault.
BIPROXI DOES NOT REVIEW ANY INVESTOR CONFIDENTIAL INFORMATION THAT AN INVESTOR UPLOADS TO THE DATA VAULT AND CANNOT CONFIRM THE ACCURACY OF SUCH INVESTOR CONFIDENTIAL INFORMATION. THE INVESTOR IS SOLELY RESPONSIBLE AND LIABLE FOR THE INVESTOR CONFIDENTIAL INFORMATION THAT IT UPLOADS TO THE DATA VAULT AND BIPROXI ASSUMES NO RESPONSIBILITY FOR ANY RESULT OR CONSEQUENCE RELATED DIRECTLY OR INDIRECTLY TO THE INVESTOR CONFIDENTIAL INFORMATION UPLOADED TO THE DATA VAULT.
8. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy.
By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
9. COPYRIGHT COMPLAINTS
It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Biproxi’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
B. Identification of the copyrighted work that you claim has been infringed;
C. Identification of the material that is claimed to be infringing and where it is located on the Service;
D. Information reasonably sufficient to permit Biproxi to contact you, such as your address, telephone number, and, email address;
E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
F. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice Copyright Manager Biproxi, Inc.
Address: 544 E. Main St. Unit B Bozeman, MT 59715
Email: copyright@biproxi.com
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying Biproxi and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Biproxi’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable laws, Biproxi has adopted a policy of terminating, in appropriate circumstances, Members who are deemed to be repeat infringers. Biproxi may also at its sole discretion limit access to the Service and/or terminate the accounts of any Members who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. THIRD-PARTY LINKS AND INFORMATION
The Service may contain links to third-party materials or services not owned or controlled by Biproxi, such as referral services to title and escrow providers, cost segregation providers and lenders. Biproxi does not endorse or assume any responsibility for third-party sites, information, materials, products, or services.
If you access a third-party website or service from the Service or share your Member Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Biproxi’s Privacy Policy do not apply to your use of such sites. You expressly relieve Biproxi from any and all liability arising from your use of any third-party website, service, or content, including without limitation Member Content submitted by other Members. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods and any other terms (such as warranties) are solely between you and such advertisers.
You agree that biproxi shall not be responsible for any loss or damage relating to your dealings with such advertisers.
11. INDEMNITY
You agree to defend, indemnify and hold harmless biproxi and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) Member Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique Member name, password or other appropriate security code.
12. NO WARRANTY
Biproxi does not: (I) act as a real estate agent for you or any other Member; (II) represent you or another Member in the purchase, sale, or exchange of real property, including any negotiation thereof; or (III) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. Biproxi assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that Members take based on the Service or any other information available through or in connection with the Service.
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from biproxi or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, biproxi, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components.
Any content downloaded, uploaded or otherwise obtained through the use of the Service, including such broker confidential information available via the data vault, is downloaded or uploaded at your own risk. You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download, upload or your use of the Service.
Biproxi does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and biproxi will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
13. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall biproxi, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this service. Under no circumstances will biproxi be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Biproxi assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) Member Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Biproxi, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Biproxi hereunder or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Biproxi has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
The Service is controlled and operated from facilities in the United States. Biproxi makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
A. Governing Law
You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You agree to submit to the personal jurisdiction of the federal and state courts located in Wilmington, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as outlined in the Arbitration provision below, including any provisional relief required to prevent irreparable harm.
You agree that the State of Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
B. Arbitration
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Biproxi. For any dispute with Biproxi, you agree to first contact us at contact@biproxi.com and attempt to resolve the dispute with us informally.
In the unlikely event that Biproxi has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com.
The arbitration will be conducted in New York County, New York, unless you and Biproxi agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Biproxi from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Biproxi are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
15. GENERAL
A. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Biproxi without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to these Terms
Biproxi 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 our website, as determined by Biproxi in our sole discretion. Biproxi reserves the right to determine the form and means of providing notifications to our Members may opt out of certain means of notification as described in these Terms.
Biproxi 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. Biproxi may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we materially change these Terms, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to these Terms.
Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these or future Terms of Use, do not use or access (or continue to access) the Service.
C. Entire Agreement/Severability
These Terms, together with any amendments and any additional agreements you may enter into with Biproxi in connection with the Service, shall constitute the entire agreement between you and Biproxi concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Biproxi’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
E. Contact
Please contact us at contact@biproxi.com with any questions regarding these Terms.WE ARE NOT ACTING AS A REAL ESTATE BROKER OR AGENT.
We provide no legal or tax advice. You acknowledge and agree that we have no control over: (i) your listing for sale of the Property, including, without limitation, the quality, truth, or completeness of any information provided therein; (ii) the legality of the Transaction; (iii) the ability of Sellers to sell the Property; (iv) the ability of Buyers to buy the Property; and (v) the negotiation of a purchase and sale agreement between Seller and Buyer.
Biproxi, Inc
Last Modified: February 2, 2024
Welcome to Biproxi’s website platform (the “Biproxi Platform”), owned and operated by Biproxi, Inc. (“Biproxi,” “we,” or “us”). This page explains the terms by which you may use the Biproxi Platform, including subscribing to and purchasing membership services (“Subscription Services”) thereon and accessing and using our online and/or mobile services (the “App”), and software provided on or in connection with the service (collectively, the “Service”). By accessing or using the Service, or clicking a button or checking a box marked “I Agree” or something similar, you signify that you have read, understood, and agree to be bound by these Terms of Use (these “Terms”), to the collection and use of your information as set forth in the Biproxi Privacy Policy, which is hereby incorporated by reference. Members include investors (“Investors”), any other visitor or Member who registers for or otherwise accesses the Service (collectively, “Members”). These Terms apply to all Members.Certain services may be subject to additional Terms Of Use specified by us from time to time, and your use of such services is subject to those additional Terms Of Use, which are hereby incorporated into these Terms by reference.Please read this agreement carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires arbitration on an individual basis to resolve disputes.
1. USE OF OUR SERVICE
A. Biproxi Service
The Biproxi Platform is a global online commercial real estate marketplace for Brokers and Buyers and Tenants that aggregates property listings listed for sale and for lease and connects interested Buyers and Tenants with Brokers. Brokers may use the biproxi Platform to add a listing detailing information about a property that is for sale or for lease (a “Listing”). Biproxi may, but is not obligated to, review any Listing uploaded to the Platform.
BIPROXI DOES NOT, AND THE SERVICE IS NOT INTENDED TO, PROVIDE FINANCIAL OR REAL ESTATE ADVICE. BIPROXI IS NOT A FINANCIAL OR REAL ESTATE BROKER OR LENDER. FOR ADDITIONAL INFORMATION, PLEASE SEE SECTION 11 (NO WARRANTY). IF YOU ARE A BUYER OR TENANT USER IT IS YOUR RESPONSIBILITY TO CONFIRM THE LICENSED STATUS OF ANY BROKER LISTED ON THE PLATFORM.
Subject to the Terms Of Use of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service only and as permitted by the features of the Service. Biproxi reserves all rights not expressly granted herein in the Service and the Biproxi Content (as defined below). Biproxi may terminate this license at any time for any reason or no reason.
B. Eligibility
The Biproxi Platform is a global online commercial real estate platform for Investors that allows buyers and sellers to connect in a closed environment around non-binding real estate opportunities. Investors may use the Biproxi Platform to add information about a property or deal that is or could be for sale (a “Deal”). Biproxi may, but is not obligated to, review any Deal uploaded to the Platform and either accept or reject its addition to the Platform. Biproxi may remove a Deal at any time and for any reason.
You may use the Service only if you can form a binding contract with Biproxi, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Members previously removed from the Service by Biproxi.
C. Biproxi App
We may make software available to access the service via an app. To use the App you must have a mobile device that is compatible with the App. Biproxi does not warrant that the App will be compatible with your mobile device. You may use mobile data in connection with the App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Biproxi hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the App for one Biproxi account on one mobile device owned or leased solely by you, for your personal use.
You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App.
You acknowledge that Biproxi may occasionally issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the Terms Of Use of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the App or any copy thereof. Biproxi or its third-party partners or suppliers retain all right, title, and interest in the App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Biproxi reserves all rights not expressly granted under these Terms. If the App is being acquired on behalf of the United States Government, then the following provision applies.
The App will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The App originates in the United States and is subject to United States export laws and regulations. The App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the App may be subject to other countries' import and export laws. You agree to comply with all United States and foreign laws related to use of the App and the Service.
D. App from Apple App Store
The following applies to any App you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms is solely between you and Biproxi, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services concerning the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever concerning the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Biproxi as provider of the software.You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Biproxi as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Biproxi, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.You and Biproxi acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the Terms Of Use of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
E. Biproxi Accounts
Your Biproxi account gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain different types of accounts for different types of Members. If you open a Biproxi account on behalf of a Biproxi, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
You may never use another Member’s account without permission.
When creating your account, you must provide accurate and complete information, and you must keep this information up to date. When you create an account and provide us with your information, we may verify your identity using a third-party provider. You hereby agree to and provide your consent for such verification. You are solely responsible for the activity on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Biproxi immediately of any security breach or unauthorized use of your account. Biproxi will not be liable for any losses caused by any unauthorized use of your account.
You may control your Member profile and how you interact with the Service by changing the settings in your settings page. By providing Biproxi your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, instead of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt-out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
F. Membership Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Biproxi servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Biproxi grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Biproxi Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Service; (x) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xi) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
Accessing any audiovisual content that may be available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Service. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Biproxi Service to a Member’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the Member.
We may, without prior notice, change the Service; stop providing the Service or features of the Service to you or to Members generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of these Terms. Upon termination for any reason or no reason, you continue to be bound by these Terms.
You are solely responsible for your interactions with other Biproxi Members. We reserve the right but have no obligation, to monitor disputes between you and other Members. Biproxi shall have no liability for your interactions with other Members, or for any Member’s action or inaction.
2. Member Content
We do not claim ownership of Member-generated content and material. Any photographs (except for Verified Images (defined below)), articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content, including all Deals and Investor Confidential Information that you submit or post on or through the Service
Neither you, nor any other person or entity, will have the right to (i) receive any royalty or consideration of any kind for the use of the Member Content under these Terms or (ii) inspect or approve the editorial copy or other material that may be used in connection with the Member Content. Biproxi will be free to use any ideas, concepts, know-how or techniques contained in such Member Content for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products that incorporate or otherwise rely upon such information. Biproxi shall have no obligation to monitor Member Content, use or display Member Content, compensate you for submitting Member Content or respond to any Member Content. Biproxi retains the right, in its sole discretion and without prior notice, to remove, revise or refuse to post any Member Content for any reason or no reason. Subject to the licenses granted in these Terms, you retain ownership of any copyright and other rights you may have in the Member Content.
By submitting or posting Member Content on the Service, on your social media accounts or through any tools or applications we provide for posting or sharing your Member Content with us, you represent and warrant that (i) you own or control any and all rights in and to the Member Content, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you have obtained permission from any individuals that appear in the Member Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the Member Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, (d) contain any email addresses, phone numbers or any contact information, provided, however that a Deal may contain such contact information, or (e) contain computer viruses, worms or other harmful files.
Upon request by Biproxi, you will furnish Biproxi with any documentation, substantiation or releases necessary to verify your compliance with these Terms. You are solely responsible for the Member Content and you hereby agree to indemnify and hold Biproxi and its employees, agents, affiliates, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.
A. Biproxi does not guarantee the truthfulness, accuracy or reliability of any Member Content or endorse any opinions you or anyone else expressed.
By submitting or posting the Member Content, you fully and unconditionally release and forever discharge Biproxi and its officers, directors, employees, and agents from any claims, demands and damages (actual or consequential, direct or indirect), whether now known or unknown, of every kind and nature relating to, arising out of or in any way connected with: (i) disputes between you and one or more Members or any other person or entity, or (ii) the use by Biproxi or you of the Member Content, including, without limitation, any claims that use of the Member Content under these Terms violates any of your Intellectual Property Rights (defined below), copyrights, rights of publicity or privacy, “moral rights,” or rights of attribution and integrity. You acknowledge and agree that Biproxi has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by you or any third party of any Member Content. Biproxi acts as a passive conduit for Member Content and has no obligation to screen or monitor Member Content. If Biproxi becomes aware of any Member Content that allegedly may not conform to these Terms, Biproxi may investigate the allegation and determine in its sole discretion whether to take action in accordance with these Terms. Biproxi has no liability or responsibility to Members for performance or nonperformance of such activities.
Biproxi has the absolute right to remove and/or delete without notice any Member Content within its control that it deems objectionable. You consent to such removal and/or deletion and waive any claim against Biproxi for such removal and/or deletion. Biproxi is not responsible or liable for failure to store posted content or other materials you transmit through the Service. You should take measures to preserve copies of any data, material, content or information you post on the Service or any other sites or platforms.
3. OUR PROPRIETARY RIGHTS
Except for your Member Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and Member Content belonging to other Members (the “Biproxi Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Biproxi and its licensors (including other Members who post Member Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Biproxi Content. Use of the Biproxi Content for any purpose not expressly permitted by these Terms is strictly prohibited.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Biproxi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Biproxi does not waive any rights to use similar or related ideas previously known to Biproxi, or developed by its employees, or obtained from sources other than you.
4. PRICING: PAYMENT INFORMATION
A. General
We may charge for access to portions of the Service, including for our Subscription Services. You agree to the pricing and any additional payment terms made available to you at the time of the contract signing. You agree that you are bound by the payment terms in the contract.
B. Subscription Services
Access to some of the portions of the Service may be limited depending on whether you have purchased a Subscription Service. Members that sign up and register to participate in a Subscription Service agree to and are subject to the fees and any additional terms for such Subscription Service. If we change the fees or other charges associated with our various Subscription Service, we will provide you with notice of such changes, such as by email or a notice posted on our Biproxi Platform. We use third party service providers, such as Intuit Quickbooks, to process all payments through our Service. Your use of the Intuit Quickbooks payment platform is subject toIntuit Quicksbooks terms or service available at https://www.intuit.com/privacy/statement/.
C. Automatic Renewal of Membership
WHEN YOU REGISTER FOR A SUBSCRIPTION SERVICE THAT AUTOMATICALLY RENEWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I) BIPROXI (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY, SEMI-ANNUAL, OR ANNUAL BASIS FOR YOUR SUBSCRIPTION SERVICE (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION SERVICE CONTINUES, (II) THE AMOUNT YOU ARE CHARGED MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND (III) YOUR SUBSCRIPTION SERVICE IS CONTINUOUS AND WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE PLATFORM OR SUBSCRIPTION SERVICES IN ACCORDANCE WITH THESE TERMS. YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION SERVICE IS SUBJECT TO AUTOMATIC RENEWALS AND YOU CONSENT TO AND ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES TO YOUR CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW.
YOU FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF YOU ARE NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE SUBSCRIPTION FEES.
D. Cancellation Policy
YOU MAY CANCEL YOUR SUBSCRIPTION SERVICE AT ANY TIME BY CONTACTING CONTACT@BIPROXI.COM ANY NOTICE OF CANCELLATION MUST BE IN WRITING. SUCH CANCELLATION REQUEST WILL BE PROCESSED IN THE MONTH FOLLOWING BIPROXI’S RECEIPT OF YOUR NOTICE.
E. No Sales to Children
Biproxi does not sell products through its Service for or to children, but only to adults, who can purchase with a credit card or other permitted payment method. If you are under eighteen (18) years of age, you may use the Service only with involvement and consent of a parent or legal guardian.
F. No Refunds
You may cancel your account at any time; however, there are no refunds for cancellation, except as expressly set forth herein. In the event that Biproxi suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund for any unused time on a subscription or for anything else.
G. California Residents
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5. PRIVACY
We care about the privacy of our Members. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.
6. SECURITY
Biproxi cares about the integrity and security of your personal information and Member Content. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information or Member Content for improper purposes. You acknowledge that you provide your personal information and Member Content at your own risk.
7. CONFIDENTIALITY
If you are an Investor, you may use the “Data Vault” feature of the Service to upload certain confidential information (“Investor Confidential Information”) pertaining to a Deal, such information will be deemed Investor Confidential Information provided that the information is identified as confidential. By uploading such Investor Confidential Information to the Biproxi Service, you hereby grant to Biproxi and its affiliates a perpetual, irrevocable, royalty-free, worldwide, and transferable license to publish, reformat, distribute, reproduce, display, transmit, host, archive, store, cache, and use the Investor Confidential Information in order to provide the Service to you, which includes without limitation disclosing such information to Members who have agreed to the Confidentiality Agreement prior to accessing the Data Vault.
BIPROXI DOES NOT REVIEW ANY INVESTOR CONFIDENTIAL INFORMATION THAT AN INVESTOR UPLOADS TO THE DATA VAULT AND CANNOT CONFIRM THE ACCURACY OF SUCH INVESTOR CONFIDENTIAL INFORMATION. THE INVESTOR IS SOLELY RESPONSIBLE AND LIABLE FOR THE INVESTOR CONFIDENTIAL INFORMATION THAT IT UPLOADS TO THE DATA VAULT AND BIPROXI ASSUMES NO RESPONSIBILITY FOR ANY RESULT OR CONSEQUENCE RELATED DIRECTLY OR INDIRECTLY TO THE INVESTOR CONFIDENTIAL INFORMATION UPLOADED TO THE DATA VAULT.
8. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy.
By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
9. COPYRIGHT COMPLAINTS
It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Biproxi’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
B. Identification of the copyrighted work that you claim has been infringed;
C. Identification of the material that is claimed to be infringing and where it is located on the Service;
D. Information reasonably sufficient to permit Biproxi to contact you, such as your address, telephone number, and, email address;
E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
F. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice Copyright Manager Biproxi, Inc.
Address: 544 E. Main St. Unit B Bozeman, MT 59715
Email: copyright@biproxi.com
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying Biproxi and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Biproxi’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable laws, Biproxi has adopted a policy of terminating, in appropriate circumstances, Members who are deemed to be repeat infringers. Biproxi may also at its sole discretion limit access to the Service and/or terminate the accounts of any Members who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. THIRD-PARTY LINKS AND INFORMATION
The Service may contain links to third-party materials or services not owned or controlled by Biproxi, such as referral services to title and escrow providers, cost segregation providers and lenders. Biproxi does not endorse or assume any responsibility for third-party sites, information, materials, products, or services.
If you access a third-party website or service from the Service or share your Member Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Biproxi’s Privacy Policy do not apply to your use of such sites. You expressly relieve Biproxi from any and all liability arising from your use of any third-party website, service, or content, including without limitation Member Content submitted by other Members. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods and any other terms (such as warranties) are solely between you and such advertisers.
You agree that biproxi shall not be responsible for any loss or damage relating to your dealings with such advertisers.
11. INDEMNITY
You agree to defend, indemnify and hold harmless biproxi and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) Member Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique Member name, password or other appropriate security code.
12. NO WARRANTY
Biproxi does not: (I) act as a real estate agent for you or any other Member; (II) represent you or another Member in the purchase, sale, or exchange of real property, including any negotiation thereof; or (III) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. Biproxi assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that Members take based on the Service or any other information available through or in connection with the Service.
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from biproxi or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, biproxi, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components.
Any content downloaded, uploaded or otherwise obtained through the use of the Service, including such broker confidential information available via the data vault, is downloaded or uploaded at your own risk. You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download, upload or your use of the Service.
Biproxi does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and biproxi will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
13. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall biproxi, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this service. Under no circumstances will biproxi be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Biproxi assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) Member Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Biproxi, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Biproxi hereunder or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Biproxi has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
The Service is controlled and operated from facilities in the United States. Biproxi makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
A. Governing Law
You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You agree to submit to the personal jurisdiction of the federal and state courts located in Wilmington, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as outlined in the Arbitration provision below, including any provisional relief required to prevent irreparable harm.
You agree that the State of Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
B. Arbitration
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Biproxi. For any dispute with Biproxi, you agree to first contact us at contact@biproxi.com and attempt to resolve the dispute with us informally.
In the unlikely event that Biproxi has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com.
The arbitration will be conducted in New York County, New York, unless you and Biproxi agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Biproxi from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
C. Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Biproxi are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
15. GENERAL
A. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Biproxi without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to these Terms
Biproxi 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 our website, as determined by Biproxi in our sole discretion. Biproxi reserves the right to determine the form and means of providing notifications to our Members may opt out of certain means of notification as described in these Terms.
Biproxi 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. Biproxi may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we materially change these Terms, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to these Terms.
Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these or future Terms of Use, do not use or access (or continue to access) the Service.
C. Entire Agreement/Severability
These Terms, together with any amendments and any additional agreements you may enter into with Biproxi in connection with the Service, shall constitute the entire agreement between you and Biproxi concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Biproxi’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
E. Contact
Please contact us at contact@biproxi.com with any questions regarding these Terms.WE ARE NOT ACTING AS A REAL ESTATE BROKER OR AGENT.
We provide no legal or tax advice. You acknowledge and agree that we have no control over: (i) your listing for sale of the Property, including, without limitation, the quality, truth, or completeness of any information provided therein; (ii) the legality of the Transaction; (iii) the ability of Sellers to sell the Property; (iv) the ability of Buyers to buy the Property; and (v) the negotiation of a purchase and sale agreement between Seller and Buyer.
