Marketing Terms.

RECITALS.

 

By visiting, browsing, using, accessing, onboarding, and/or participating in the Beplace Marketing Add-Ons; and/or by engaging in absolutely any activity whatsoever relating to the Beplace Marketing Add-Ons with any Beplace Resource or through any Beplace Site, Beplace App, Beplace Premise, Beplace Software, Beplace Hardware, and/or any other real or digital property, software, or hardware:

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• you have read, understand, and agree to be bound by the Beplace Marketing Terms and all Beplace Agreements incorporated herein by reference;

• you understand and agree that you will always be subject to the Beplace User Terms (as they are changed from time to time);

• you acknowledge and understand that the Beplace Marketing Terms supplement the Beplace Service Terms and constitute a legal contract between you and Beplace;

• you acknowledge and understand that the Beplace Marketing Terms govern respective rights and obligations;

• you acknowledge and understand that Capitalized Terms will have the meanings set forth in the Beplace Dictionary (as it is changed from time to time);

• you acknowledge and understand that the rules of interpretation will be as set forth in the Beplace Interpretation Rules (as they are changed from time to time);

• you acknowledge, understand, and agree that any disputes must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time);

• you acknowledge and understand that the Beplace Dictionary, the Beplace Interpretation Rules, and the Beplace Dispute Resolution Policy form integral parts of the Beplace Marketing Terms and any and all Beplace Agreements;

• you acknowledge and understand that if you violate or do not agree to any of the foregoing terms and/or any Beplace Marketing Terms and/or any Beplace Agreements incorporated herein by reference, then your access to, use of, and/or participation in the Beplace Solution, and any and all Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware are unauthorized and strictly prohibited, and that Beplace may revoke your access to, use of, and/or participation in any of the foregoing in its absolute, exclusive, and sole discretion;

• you absolutely, unconditionally, and irrevocably waive any objection to any of the foregoing from the beginning of time until the end of time; and

• you affirm that you are of legal age to enter into any and all of the foregoing terms.

 

NOW, THEREFORE, you understand and agree to these Beplace Marketing Terms:

 

​1. DEFINITIONS AND INTERPRETATION.

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1.1 Definitions.

Capitalized terms not otherwise defined will have the meanings set forth in the Beplace Dictionary.

 

1.2 Interpretation.

The rules of interpretation not otherwise stated will be as set forth in the Beplace Interpretation Rules.

 

2. POLICIES.

For the avoidance of doubt, the following Beplace Policies (as each may be changed from time to time) are expressly incorporated into these Beplace Marketing Terms by reference:

• Beplace Acceptable Use Policy.

• Beplace Cookie Policy.

• Beplace Copyright Policy.

• Beplace Dispute Resolution Policy.

• Beplace Equal Rights Policy.

• Beplace Privacy Policy.

• Beplace Refund Policy.

• Beplace User Eligibility Policy.

 

3. DISPUTE RESOLUTION.

You acknowledge, understand, and agree:

• that any disputes between you and Beplace must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time); and

• that you waive the right to participate in any class action, trial, or trial by jury.

 

4. USERS.

 

4.1 User Eligibility.

You represent, warrant, and/or covenant to Beplace:

• that any and all other Business Owners of your Business (whether or not identified or disclosed to Beplace) satisfy all eligibility requirements as set forth in our Beplace User Eligibility Policy (as it is changed from time to time); and

• that any and all other Business Owners of your Business (whether or not identified or disclosed to Beplace) are not subject to any disqualifications as set forth in our Beplace User Eligibility Policy (as it is changed from time to time).

 

5. ADD-ONS.

Beplace Marketing Add-Ons are designed to help you showcase your business or transaction anywhere in the United States. You may participate in Beplace Marketing Add-Ons only and strictly if and when you are a Beplace User. Participation in Beplace Marketing Add-Ons will be subject to these Beplace Marketing Terms, and the Beplace Service Terms and the Beplace User Terms, both of which are incorporated herein by reference (except to the extent expressly modified by these Beplace Marketing Terms).

 

6. FEES AND CHARGES.

​Prices shown on the pricing page are for the following add-ons:

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6.1 Phone Controls.

​Prices shown on the pricing page are one-time flat Fees for the setup of phone extensions and custom IVR controls for each Person and for each phone number, which include only those fees related to the Phone Controls Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

 

6.2 Phone Script.

Prices shown on the pricing page are one-time flat Fees for the creation and composition of personalized scripts of your transaction for each Person and for each phone number, which include only those fees related to the Phone Script Add-On; and exclude all other federal, state, local and/or regulatory charges and fees. Any phone script for any extension (or any phone script in excess of a single phone script for a phone number) requires the Phone Controls Add-On. 

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6.3 Phone Voiceover.

Prices shown on the pricing page are one-time flat Fees for the customization and setup of a voiceover for each Person and for each phone number, which include only those filing fees, if any, related to the Phone Voiceover Add-On; and exclude all other federal, state, local and/or regulatory charges and fees. The Phone Voiceover Add-On requires the Phone Script Add-On.

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6.4 Email Warm-Up.

Prices shown on the pricing page are one-time flat Fees for email warm-up services for each Business and for each transaction, which include only those fees related to the Email Warm-Up Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

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6.5 Email Verification.

Prices shown on the pricing page are one-time flat Fees for email verification services for each Business and for each transaction, which include only those fees related to the Email Verification Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

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6.6 Drip Marketing.

Prices shown on the pricing page are one-time flat Fees for a drip marketing campaign for each campaign and for each Business and for each transaction, which include only those fees related to the Drip Marketing Add-On; and exclude all other federal, state, local and/or regulatory charges and fees.

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6.7 Marketing Bundle.

Prices shown on the pricing page are one-time flat Fees for the bundle of the Phone Controls Add-On, Phone Script Add-On, Phone Voiceover Add-On, Email Warm-Up Add-On, Email Verification Add-On, and Drip Marketing Add-On; and as described and provided for in 6.1, 6.2, 6.3, 6.4, 6.5 and 6.6.​​

 

7. INFORMATION AND CONTENT.

When you participate in a Beplace Add-on and make a payment, you'll be prompted to complete an onboarding for each Business. You may be prompted to complete one (or more than one) onboarding. We are required to comply with laws and regulations that help prevent the facilitation and funding of money laundering, terrorism, and other criminal activities. Such laws and regulations require us to collect information that identifies persons with whom we do business and to whom we provide our products and services.

 

Your privacy is important to us. We protect User Information and User Content from public disclosure by limiting the User Information and User Content we request and collect from you during onboarding to the minimum required:

• to comply with the Law (and such other laws and regulations); and

• to provide you with Beplace Marketing Add-Ons.

 

You understand that you may contact Beplace Support if you have any questions about any request for User Information or User Content.

 

You represent, warrant, and/or covenant to Beplace that you will provide accurate, complete, current, and true User Information and User Content about you and your Business; and any and all Business Owners of your Business. You acknowledge and understand that you must promptly update and at all times keep any such User Information and User Content current. You acknowledge and understand that Beplace reserves the right to require additional and/or official documentation to verify any such User Information and User Content.

 

8. RESOURCES.

You acknowledge, understand, and agree to give us permission to use the User Information and User Content you submit to provide you with the Beplace Marketing Add-Ons. Beplace Users who participate in the Beplace Marketing Add-Ons have access to Beplace Resources that help to:

• Set up phone extensions, and use custom IVR greetings and workflows to route unlimited calls to any device; and

• Compose personalized scripts about a transaction that are played to callers at various intervals; and

• Customize the voiceover in a phone script; and

• Implement an email warm-up of your Business email address; and

• Verify and validate email addresses and email lists; and

• Set up drip campaigns that are tailored to your messaging.

 

You specifically authorize us to do the following:

 

8.1 Phone Controls.

You specifically authorize Beplace to use the User Information and User Content you provide us to create, design, set, and/or use in any way whatsoever personalized interactive voice response (IVR) settings as follows:

• to add, update, or adjust hours of operation;

• to add, update, or adjust welcome greetings for open hours vs closed hours;

• to add, update, or adjust voicemail greetings for open hours vs closed hours;

• to add, update, or adjust call routing workflows for open hours vs closed hours; including automatic forwarding, automated response menus, and recorded messages.

 

​You acknowledge and understand that we may use call routing workflows to route (e.g., via forwarding capabilities) unlimited calls to any local United States phone number on any device.

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Pursuant to the Beplace Solution, Beplace may set and/or modify the phone number and/or any other settings in any way whatsoever:

• to link any such phone number managed by Beplace to Beplace Profiles;

• to link and/or set up any such phone number to Beplace’s phone system.

 

Your further specifically authorize Beplace to use any such phone number in:

• a signature that is added to emails and any other communications;

• any marketing or advertising materials.

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8.2 Phone Script.

You specifically authorize Beplace to use the User Information and User Content you provide us to compose personalized scripts about your transaction that are played as callers:

• call a phone number;

• select from any extension to a phone number assigned to any Person associated with the same transaction;

• wait on hold;

• select any voicemail option, if any.

 

Pursuant to the Beplace Solution, Beplace may set and/or modify the phone number and/or any other settings in any way whatsoever:

• to create and/or set up a standard voiceover;

• to create and/or set up standard hold music.

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8.3 Phone Voiceover.

You specifically authorize Beplace to use the User Information and User Content you provide us to customize the voiceover used in a script by adjusting:

• the voice;

• the language;

• the dialect;

• the speed;

• the pitch;

• the volume;

• the pronunciation.

 

Pursuant to the Beplace Solution, Beplace may set and/or modify the phone number and/or any other settings in any way whatsoever:

• to create and/or set up a custom voiceover;

• to create and/or set up custom hold music.

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8.4 Email Warm-Up.

​You specifically authorize Beplace to use the User Information and User Content you provide us to implement an email warm-up of your Business email address.

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You further specifically authorize Beplace to create, design, set, and/or use in any way whatsoever email warm-up settings as follows:

• to add, update, or adjust your email address using an app password (or other authentication method);

• to send emails to such email address;

• ​to access any of those emails;

• to reply to any of those emails on your behalf;

• to automate actions (e.g., opening emails; moving emails from spam; designating emails as read, important, starred or flagged; adding folders or labels; moving emails to, from or between new or existing folders; adding, updating, or or adjusting email labels; archiving emails);

• to add, update, or adjust the setup, configuration, and implementation of email warm-up campaigns;

• to monitor and report on email warm-up-related activity;

• to analyze and provide insights on the performance and effectiveness of email warm-up campaigns;

• to provide help and support for improving email warm-up campaigns.

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​​You acknowledge and understand that we may use manual and/or automated technologies, tools, processes, and workflows for our Email Warm-Up Add-On, including to establish a positive reputation so outgoing emails avoid spam filters and are delivered to inboxes.

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8.5 Email Verification.

You specifically authorize Beplace to verify and validate email addresses and email lists of commercial real estate stakeholders, including lenders, sellers, property managers, tenants, and residents. Beplace may flag and/or remove email addresses that are at risk of bouncing or are regarded as bouncing, dead, disposable, inaccurate, inconsistent, invalid, irrelevant, or otherwise prone to email deliverability errors or issues.

 

You acknowledge and understand that we may use manual and/or automated technologies, tools, processes, and workflows for our Email Verification Add-On, including to maximize email deliverability and minimize bounced emails.

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8.6 Drip Marketing.

You specifically authorize Beplace to set up drip email campaigns that are tailored to your messaging and that are sent to a list of lenders. You may coordinate with Beplace to build a single-layered or multi-layered drip campaign and, separately and additionally, you may send Beplace your email templates - Beplace may adjust your messaging to comply and conform with our Terms and Policies, standard practices, grammar, A/B testing, and/or strategic marketing designs or plans; Beplace will provide you with a draft of your drip campaign prior to its execution if any adjustments have been made to your messaging. Drip email campaigns may also be designed for or with micro-messaging. The period of time during which a drip email campaign may be active may be as long as a loan request is active and unfunded; or until a loan request is satisfied or terminated.

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You understand that Beplace may offer you the opportunity to expand the reach of your drip campaign by designating one or multiple Beplace email addresses as additional sender email addresses; provided, however, that Beplace may require that you first verify and validate any and/or all recipient email addresses and email lists [to which a drip campaign may be sent] using the Email Verification Add-On in order to ensure that potential email deliverability issues do not adversely affect the reputation of any Beplace email address.

 

You acknowledge and understand that we may use manual and/or automated technologies, tools, processes, and workflows for our Drip Campaigns service, including to increase measurable and/or measured exposure.

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9. GUARANTEE.

Pursuant to our Beplace Marketing Guarantee, if at any time during your transaction you decide to use alternative phone service then we will do all of the following to help you in your transition:

• we will create a diagram of any phone controls to mirror our Phone Controls Add-On;

• we will generate transcripts of any scripts in our Phone Script Add-On;

• we will generate recordings of any voiceovers in our Phone Voiceover Add-On.

 

You are responsible for any costs associated with alternative phone service, but Beplace will not add or assess any new Fees or Charges for your use of the Beplace Marketing Guarantee.

 

Please note that you must continue to pay for Fees and Charges if you continue to use any Beplace Resource in any way whatsoever. Beplace will not be responsible for transferring or maintaining any Beplace Resources or honoring any Beplace Marketing Guarantee unless you remain compliant with all Beplace Agreements, and unless all Fees and Charges have been paid in full.

 

10. TERM.

The Period of these Beplace Marketing Terms will commence when you participate in a Beplace Marketing Add-on and make a payment, and will end when:

• you terminate the add-on, except that these Beplace Marketing Terms will remain in effect for as long as we provide any Beplace Marketing Add-Ons to you or on your behalf; or

• we terminate you due to a Material Breach.

 

11. INDEMNIFICATION.

Without limiting any of your obligations under the Beplace User Terms and/or the Beplace Service Terms, you will indemnify and defend Beplace, and hold Beplace (including each of their respective (in alphabetical order) Affiliates, Agents, assigns, associate companies, associates, attorneys, contractors, directors, employees, franchisees, heirs, lessees, lessors, licensees, licensors, members, officers, owners, parent companies, partners, representatives, shareholders, sublessees, sublicensees, subsidiary companies, and successors) harmless against and from any and all (in alphabetical order) actions, claims, costs, damages, demands, expenses, fines, injunctions, injuries, investigations, liabilities, litigations, losses, penalties, proceedings, suits (including, without limitation, Legal Fees) of any kind or nature incurred because of or relating to:

• any breach in the performance of your obligations under this Beplace Agreement;

• the failure of any of your representations or warranties made in this Beplace Agreement to be true when made;

• any claim against us in our capacity (or our vendors’ capacities) as:

  • the authorized person, corporate filing agent, filing agent, organizer, or Incorporator of a new or existing Business;

  • the registered agent service of a new or existing Business;

  • the providers of the Registered Addresses for a new or existing Business.

• any claim against us (or our vendors) for:

  • organizing or incorporating a new Business;

  • expanding an existing Business;

  • setting up a registered agent service;

  • obtaining a federal employer identification number;

  • any copyright or intellectual property infringement claims that could arise or apply from the opening, scanning, uploading, processing, or other action relating to mail, email, or other digital or physical documents;

  • the failure of any courier service, delivery service, or other party to provide courier or delivery service of documents, mail, or email accurately or on-time;

  • damage, destruction, or loss of mail, email items, or documents by any cause whatsoever.

 

12. GENERAL PROVISIONS.

 

12.1 Authority and Capacity.

This and all other Beplace Agreements constitute binding, legal, and valid agreements between you and your Business, and Beplace; enforceable against you and your Business in accordance with their terms. You represent and warrant to Beplace that you and your Business have the authority and capacity to enter into this and all other Beplace Agreements on behalf of yourself and your Business; and any and all Business Owners of your Business; and each other. You and your Business are duly authorized and empowered to enter into this and all other Beplace Agreements (including any power of attorney herein) under every applicable governing document, bylaw provision, certificate of incorporation, charter, partnership agreement, pension plan, trust instrument, or the like. If after any purchase or transaction we discover or find that you or your Business do not have the authority to enter into this or any other Beplace Agreement, you and your Business will be personally responsible for the obligations in this and all other Beplace Agreements (including any and all payment obligations). Beplace will not be liable for any damages or loss resulting from our reliance on any communication, document, instruction, notice, representation, submission, or the like that we reasonably believed to be genuine or true or which originated from your Registered Addresses.

 

12.2 Several Liability.

You enter into these Beplace Marketing Terms on behalf of yourself and your Business; and any and all Business Owners of your Business. You and your Business; and any and all of the Business Owners of your Business are jointly and severally liable for any breaches of these Beplace Marketing Terms; and in no event will Beplace be liable for breaches of this or any other Beplace Agreement by you or any other person. This provision survives any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party.

 

12.3 Survival.

The following sections (shown UPPERCASED) and/or provisions (shown Capitalized) will survive any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party:

• DISPUTE RESOLUTION.

• USERS.

• FEES AND CHARGES.

• INDEMNIFICATION AND COOPERATION.

• Several Liability within GENERAL PROVISIONS.

 

Any provision that allocates risk or limits (or excludes) a Party’s liability will survive any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party to the extent necessary to ensure that a Party’s potential liability during the Period of a Beplace Agreement remains unchanged after the expiration, suspension, or termination of such Beplace Agreement.

 

Unless otherwise stated, the terms of this and all other Beplace Agreements will survive the expiration or suspension of this or any other Beplace Agreement, but will not survive the termination of this or any other Beplace Agreement.

 

Unless otherwise stated, the terms of this and all other Beplace Agreements will be operative upon each and every renewed Beplace Agreement.

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12.4 Entire Agreement.

The Parties intend that this and all other Beplace Agreements, together with all attachments, schedules, exhibits, and other documents that both are referenced in this or any other Beplace Agreement and refer to this or any other Beplace Agreement,

• represents the final expression of the Parties’ intent relating to the subject matter;

• contains all the terms the Parties agreed to relating to the subject matter; and

• replaces all of the Parties’ previous discussions, understandings, and agreements relating to the subject matter.

 

12.5 Original Copies.

You acknowledge receipt of a copy of this Beplace Agreement.