Terms of Service

Last Updated: December 3, 2021

Welcome, and thank you for your interest BuyerVista LLC. (“BuyerVista,” “we,” or “us”) and our website at www.buyervista.com, along with our related websites, networks, applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and BuyerVista regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE SERVICE (INCLUDING REGISTERING FOR AN ACCOUNT), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING BUYERVISTA’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” REFER TO THAT ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE AUTHORITY TO BIND THAT ENTITY, OR DOES NOT AGREE WITH THESE TERMS, THAT INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. YOUR USE OF THE SERVICE, AND BUYERVISTA’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY BUYERVISTA AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND BUYERVISTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 16.). 

  1. BuyerVista Service Overview. 
    1. The Service. The Service allows persons wishing to buy commercial real estate to draft and post a notice expressing their investment requirement (“Buyer Post”). (“Seller”) Selling owners, brokers, agents, or other interested parties may review and connect with those buyer posts (all such persons are “Users”) only after the Seller has posted a property (“Seller Post”) on BuyerVista without exposing the property address in return for a success fee in the form of a referral fee at close of escrow. We may also offer tools and other services as part of the Services that allow Users to communicate with one other and otherwise facilitate transactions between Users. You understand that: (1) BuyerVista is not a party to any transaction between Users, with the exception of instances where either BuyerVista Inc or Deborah Fenner (Founder/Licenced Broker) have been asked to act as a user in a broker capacity on behalf of a buyer or seller;  (2) BuyerVista does not provide or intend to provide financial or real estate advice; (3) BuyerVista is not a financial or lending broker.
    2. Users or Postings.  We do not assume any responsibility for the accuracy of any Posting or any other information you may receive pursuant to the Services, including any User’s purported identity. It is your responsibility to take reasonable measures to assure yourself of the other person’s identity and, for Users that are prospective purchasers or lessees, of the property purportedly available for sale or lease. 
  2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
  3. Accounts and Registration. To access features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, cell phone, company name, department of real estate licence number and  if applicable managing broker. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@buyervista.com.
  1. Pricing / Referral Fee.  BuyerVista  Inc/ Deborah Fenner (Founder/Licenced Broker) will collect a success fee from users in the form of a referral fee when a property posted on BuyerVista.com connects and closes escrow with a buyer referred from the platform at close of escrow. Fee will be .25 of asset sale price registered in escrow   In consideration for receipt of a “Referral” (buyer match) from BuyerVista.com, Recipient Broker / Agent and Managing Broker hereby enters into an agreement that should a referral lead to the sale of the subject property, an irrevocable referral fee of 0.25% of the total gross transaction price upon closing will be paid to BuyerVista, Inc.  Fee not to exceed 25% of list side commission.  

Contract with Recipient Broker / Agent will remain in effect regardless of termination of relationship with firm or Managing Broker.  BuyerVista owns the referrals on the site and retains the right to contact referrals regarding matches. Transaction with a Referral, despite a preexisting relationship with a match will result in a referral fee.  In the case that there is an active negotiation with a match prior to the BuyerVista referral for above said property, there must be documented evidence that is brought to BuyerVista’s attention within 24 hours of match to cancel the referral fee process.

Within 48 hours of opening escrow, parties involved will notify BuyerVista that escrow has been opened with the referral along with the escrow company’s name and escrow officer’s contact details by emailing debby@buyervista.com.

This agreement must be submitted to escrow and included in escrow instruction. 

Payment can be made through escrow or direct by wire or check.

  1. Delinquent Accounts. BuyerVista may contact and pursue all parties involved to collect on the fees. Account will be considered delinquent and frozen 7 day after the close of escrow. 
  2. NON-CIRCUMVENTION. Recipient Broker / Agent and Managing Broker will not attempt to solicit or do business with any referrals for the purpose of circumventing this agreement the result of which shall be to prevent BuyerVista Inc. from receiving a Referral Fee. Recipient Broker / Agent may not use referrals from one subject property to promote listings not posted on BuyerVista.com.  If such shall occur BuyerVista Inc. retains the right to pursue Recipient Broker / Agent and Manager individually to collect damages for any referral fees due pursuant to this Agreement and Terms of Service. 
  1. Licenses
    1. Limited License. Subject to your complete and ongoing compliance with these Terms, BuyerVista grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for the permitted purpose described in Section 1. 
    2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
    3. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant BuyerVista an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
  2. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. BuyerVista reserves the right to determine pricing for the Service. BuyerVista will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. BuyerVista may change the fees for any feature of the Service, including additional fees or charges if BuyerVista gives you advance notice of changes before they apply. BuyerVista, at its sole discretion, may make promotional offers with different features and different pricing to any of BuyerVista’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
  3. Ownership; Proprietary Rights. The Service is owned and operated by BuyerVista. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by BuyerVista are protected by intellectual property and other laws. All Materials included in the Service are the property of BuyerVista or its third party licensors. Except as expressly authorized by BuyerVista, you may not make use of the Materials. BuyerVista reserves all rights to the Materials not granted expressly in these Terms.
  4. Third Party Services Terms . BuyerVista may facilitate access to third-party services through the Service. Third party services are not under BuyerVista’s control, and, to the fullest extent permitted by law, BuyerVista is not responsible for any third party service (including any information or content available on such service). Certain third-party services are subject to additional third-party terms, including the following:  
    1. Google Maps.Some of the Services implement the Google Maps web mapping service. Your use of Google Maps is subject to Google’s terms of use, available at http://www.google.com/intl/en_us/help/terms_maps.html, and Google’s Privacy Policy, available at https://www.google.com/intl/ALL/policies/privacy/index.html.
  1. Calendly. Some of the Services implement the Calendly scheduling service. Your use of Calendly is subject to Calendly’s terms of use, available at https://calendly.com/pages/terms, and Calendly’s Privacy Policy, available at https://calendly.com/pages/privacy. 
  2. User Content
    1. User Content Generally. Certain features of the Service (including the Posting feature) may permit users to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. 
    2. Limited License Grant to BuyerVista. By providing User Content to or via the Service, you grant BuyerVista a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. 
    3. Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
    4. User Content Representations and Warranties. BuyerVista disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
      1. You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize BuyerVista and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by BuyerVista, the Service, and these Terms; 
      2. Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause BuyerVista to violate any law or regulation; and
      3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
    5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. BuyerVista may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against BuyerVista with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, BuyerVista does not permit copyright-infringing activities on the Service.
    6. Monitoring Content. BuyerVista does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that BuyerVista reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time BuyerVista chooses to monitor the content, BuyerVista still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. 
  3. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
    1. use the Service for the purpose of competing against BuyerVista, for any illegal purpose, or otherwise in violation of any local, state, national, or international law;
    2. harass, threaten, demean, embarrass, deceive, or otherwise harm any other user of the Service;
    3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
    4. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
    5. create a Posting for anything other than soliciting an offer to buy commercial real estate that you own and have the right to sell or as to which you have the contractual right to seek offers to buy granted by the individual or entity that owns and has the right to sell that commercial real estate; 
    6. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; (iv) selling information available in Postings to third parties; or (v) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
    7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission;
    8. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; 
    9. conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Services) on the Servicesor
    10. attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
  4. Digital Millennium Copyright Act
    1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

BuyerVista Inc.

ATTN: Legal Department (Copyright Notification)

15760 Ventura Blvd

Encino, CA 91436

Phone: (310) 413-5800

Email: support@buyervista.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must comply include the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. a description of the material that you claim is infringing and where it is located on the Service;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
  7. Repeat Infringers. BuyerVista will promptly terminate without notice the accounts of users that are determined by us to be “repeat infringers.” A repeat infringer is a user who has been notified of infringing activity more than twice or has had User Content removed from the Service more than twice.
  8. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  9. Term, Termination and Modification of the Service
    1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.
    2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, BuyerVista may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at support@buyervista.com. 
    3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay BuyerVista any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 8, 12.3, 13, 14, 15, 16 and 17 will survive. 
    4. Modification of the Service. BuyerVista reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. BuyerVista will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. 
  10. Indemnity; Release.
    1. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify BuyerVista and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “BuyerVista Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
    2. IF YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER-CONTENT) OR ANY THIRD PARTY PROVIDER OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE SITE, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE BUYERVISTA, ITS AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE SERVICES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BUYERVISTA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BUYERVISTA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE ACCURATE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND BUYERVISTA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR BUYERVISTA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE BUYERVISTA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. YOU UNDERSTAND THAT ANY TRANSACTIONS BASED ON OR RELATED TO INFORMATION OBTAINED FROM THE SERVICE ARE AT YOUR OWN RISK. 

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. BuyerVista does not disclaim any warranty or other right that BuyerVista is prohibited from disclaiming under applicable law.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BUYERVISTA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BUYERVISTA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BUYERVISTA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO BUYERVISTA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Dispute Resolution and Arbitration 
    1. Generally. Except for the right of either party to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute, controversy or claim arising in any way out of or in connection with the Terms, including the existence, validity, interpretation, performance, breach or termination of the Terms, or any dispute regarding pre-contractual or non-contractual rights or obligations arising out of or relating to it (“Dispute”) will be referred to and finally resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BUYERVISTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    2. Arbitrator. Any arbitration between you and BuyerVista will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting BuyerVista. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
    3. Process. BuyerVista will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the Rules in the county (or parish) of your billing address. The arbitration tribunal will consist of three arbitrators to be appointed in accordance with the Rules. Arbitration will be conducted in English. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.
    4. No Class Actions. YOU AND BUYERVISTA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BuyerVista agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    5. Modifications to this Arbitration Provision. If BuyerVista makes any future change to this arbitration provision, other than a change to BuyerVista’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to BuyerVista’s address for Notice of Arbitration, in which case your account with BuyerVista will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    6. Enforceability. If Section 16.4 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.2 will govern any action arising out of or related to these Terms.
  2. Miscellaneous
    1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and BuyerVista regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
    2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and BuyerVista submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
    3. Privacy Policy. Please read the BuyerVista Privacy Policy [link] carefully for information relating to our collection, use, storage, disclosure of your personal information. The BuyerVista Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
    4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
    5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
    6. Contact Information. The Service is offered by BuyerVista LLC, located at 15760 Ventura Blvd, Encino, CA 91436. You may contact us by sending correspondence to that address or by emailing us at support@buyervista.com.
    7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
    8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.