Terms of Service

1 .TERMS OF SERVICE

These Terms of Service (the “Terms”) govern your use of the Realbusiness Software, (the “The Service”) offered in these Terms. You accept these Terms by Registering with Realbusiness  as an individual, business, partner or client (your “Registration”) and onboarding into the software to create an Realbusiness  Account (“ACCOUNT”) .

2.YOUR OPERATING LEVEL WITHIN THE REALBUSINESS ECOSYSTEM .

When you Register you are participating in a unique digital ecosystem that offers the potential growth for your business. The Realbusiness digital ecosystem is a business enablement solution that calibrates with your business needs. The process starts with the purchase of a SaaS license from Realbusiness or a Realbusiness partner that provides access to the ecosystem you have been invited to participate in. The ecosystem provides access to advanced data and AI capabilities to help your business become more competitive and allows you to easily connect with other businesses and enterprise clients that take part in an Realbusiness ecosystem and/or one of the Realbusiness web portal marketplaces serving women in business and women in sports.

Sales Commissions made for business-to-business referrals in the Realbusiness and Unrivaled  Group Web portals.

Businesses that work together and sell each other’s services will pay fees and commissions to each from such sales, at rates determined at the time of promoting services into Realbusiness  and Unrivaled web portal marketplaces at the seller’s initiative. These relationships create the Realbusiness business networks with the products and services promoted by Realbusiness  and Realbusiness Partners to the supply chain. That interaction reinforces supply chain sustainability and diversity in the sales of goods and managed services, and the automated promotion of best services and suppliers, thus increasing participation at both ends of the funnel of the digital supply chain.

3. YOUR REGISTRATION AND AGREEMENTS WHICH GOVERN YOUR STATUS AS A REGISTERED PARTICIPANT IN AN REALBUSINESS ECOSYSTEM

These Terms are between Realbusiness  Inc, Realbusiness  Partners, Unrivaled  Group, (“Realbusiness ” “Unrivaled ”, “Us”, “We”, “Our”) on the one hand and independent third-party licensees of The Service (“Participants”, “You”, “Partner”, “Licensed User”, “Realbusiness  Partners”, “Affiliate”, “Distributor” and “Channel Partner”), on the other hand and set forth specific registration procedures and operating requirements and guidelines and payment obligations for such parties.  

By completing your Registration for an Account in the Realbusiness  App, downloaded from the Google Play or Apple App Store and using the Realbusiness Platform, or any other program offered by Realbusiness or a Realbusiness  Partner you confirm that you have read, agree with, and accept the terms and conditions contained in, expressly referenced in or linked to these Terms, including Realbusiness Group’s Acceptable Use Policy (“AUP”) , Privacy Policy, and all linked sections each of which are hereby incorporated in the onboarding of your Account and made a part hereof with full force and legal effect as though set forth herein which together set forth Your and Our legal agreements with respect to the Service for which you Register and constitute a binding contract between You, The Realbusiness  and any Realbusiness Partner that may have invited you to their unique ecosystem.

If you have already registered for a Realbusiness Account with a Service through an Realbusiness Partner and have a Stripe Connect account and have been issued a unique Realbusiness password, you do not need to register again.     

 
4. YOUR REGISTRATION FOR SERVICES IS DEEMED ACCEPTED, APPROVED AND EXECUTED BY YOU AND REALBUSINESS UPON COMPLETION AND VERIFICATION OF THE APPLICABLE REGISTRATION PROCEDURES AND THE CREATION OF YOUR UNIQUE PASSWORD.

5DEFINED TERMS: Capitalized term set forth in these Terms if not defined when first used shall have the meaning set forth in the Table of Definitions in Section F at the end of these Terms.

6. FORMS OF BUSINESS SERVICES RELATIONSHIPS OFFERED BY REALBUSINESS TO YOU AND REQUIRED TERMS OF SUCH RELATIONSHIPS

When you Register you must meet the applicable qualifications and requirements and observe the covenants set forth in following Sections 6 A through E of these Terms and during the Registration for the subscription relationships appropriate between You and Realbusiness  and You and any Partners, including the financial terms of such relationships.

Please confer with REALBUSINESS  before entering the Registration process with any questions you may have as to the appropriate fit for you among our Subscriptions by contacting REALBUSINESS  support here.

  1. OPENING AND OPERATING REALBUSINESS MERCHANT STORE ACCOUNT; UPDATES BY REALBUSINESS: REQUIRED FOR ALL SERVICES

To access and use any of the Realbusiness Services and to use Stripe as the Realbusiness  preferred payments provider, you must register for a Realbusiness account (“Account”) as a Merchant Store answering fully and accurately all questions asked and providing all information requested during Registration. Realbusiness may reject your application for an Account, or except as otherwise provided in these Terms, cancel an existing Account, at any time and for any reason, in our sole discretion except as may otherwise specifically be prohibited by these Terms.

Realbusiness reserves the right to update and change the Terms. You are advised to check the Terms from time to time for any updates or changes by amendment that may impact you by accessing them in the Realbusiness app. All terms and legal documents can be found in the Support and Feedback section of the Account menu. If you reject in writing to Realbusiness  Support any of such updates within 30 days of the posting of the updates you must cease using the Services. If you do not reject all of such changes you are deemed to continue to be subject to these Terms as so amended.

Effective upon your Registration as a Merchant Store and as the user of any Services for which you Register you are expected to perform in accordance with the terms set forth in Section 6A, B, C, D listed below and in Section 6 E  Operating Rules and Conditions Applying to All Realbusiness  Service Categories, as follows:

  •  By Registering you confirm and agree that the representations, terms, conditions and covenants  made by You set forth in Section 6 D of these Terms are true and correct as of the day of Registration , and you agree to accept and perform all covenants applicable to You during the period that you are licensed as a Merchant Store Owner and with any Service as the provisions governing your conduct as a Registered Merchant Store and Service Registrant on the Realbusiness .

B .CREATING A REALBUSINESS PARTNER ACCOUNT

At your Partner Registration you may proceed to register as a Partner, Affiliate or Distributor as instructed in this Section B of these Terms or as a Channel Partner as instructed in Section C of these Terms.

      A Partner will use a discounted price to Partners to bundle a product or service along with the Realbusiness platform as a solitary product available for purchase by Merchant Stores, or will resell the Saas licenses and services of a Channel Partner or Realbusiness  

By submitting the online application, Partners agree to be bound by the applicable terms of the Partner Program provisions consisting of the then current financial terms described in the Reseller Agreement and the General Terms applicable to all Participants set forth below as section 6 D of these Terms. Such an agreement is between you, as Partner and Realbusiness  Group. Realbusiness reserves the right to update and change such terms. You are advised to check from time to time for any updates or changes that may impact you by accessing them in the Realbusiness  app. All terms and legal documents can be found in the Support and Feedback section of the Account menu.

 C. OPENING AND OPERATING REALBUSINESS CHANNEL PARTNER SERVICES

The Channel Partner category of Service is available to enterprise a scaled mid-sized businesses which contemplate operating an ecosystem in an exclusive market or vertical. Accordingly, to become a Channel Partner you must consult in advance with Realbusiness as to the proposed form of business entity which you are contemplating and the facts and circumstances of the proposed geographical and exclusive market vertical. You must agree with Realbusiness on the terms of the standard Realbusiness SaaS platform license, Channel Agreement and White Label Agreement.  

D: OPERATING RULES, CONDITIONS AND COVENANTS APPLYING TO ALL REALBUSINESS  SERVICE CATEGORIES

The following rules and conditions as may be reasonably interpreted by REALBUSINESS  apply to the formation, operation and conduct of all Services supplied by Realbusiness  to You.

These Terms and Conditions are REALBUSINESS ’s “fine print” but there are no curves or gotchas. These provisions are included to assure clarity for all parties in the rules which govern our working together that are based on common sense, concepts of fair commerce and REALBUSINESS s absolute total control of the Realbusiness Group. They set out the usual and expected rules of the digital commerce playing field.

1.Registration and Operating Requirements for all Services

  • Realbusiness may reject your application for an Account, or subject to the provision of these Terms with respect to Partners, cancel an existing Account, at any time and for any reason, in our sole discretion. Subject to the right of an exclusive Channel Partner to convert to the status of a non-exclusive partner licensee if the exclusive right is terminated for failure to meet performance obligations.
    • You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where You reside and from which You use the Services to open an Account.
    • You will be receiving Services provided by Realbusiness only for the purposes of carrying on a business activity and not for any personal, household or family purpose.
    • Realbusiness will be able to use the email address and phone number You provide at Registration, or as updated by You from time to time, as the primary methods for communication with You.
    • Upon Your successful Registration for a Merchant Store and any other Services Realbusiness will issue to You a unique password and/or pincode to your Account and should you opt in, your account will be biometrically secured on your device. You are responsible for keeping your account and login details secure. Realbusiness is not liable for any loss or damage from Your failure to maintain the security of Your Account and login details.
    • You are solely and uniquely responsible for the creation and operation of Your Merchant Store in compliance with applicable laws and regulations and in accordance with these Terms.
    • Any sale of goods or services to a customer of Your Merchant Store is between You and that customer. You are solely responsible for fulfillment and completion of all sales.
    • You agree that You are legally responsible for all activity and content of Your Merchant Store such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with Your Merchant Store (“Materials”) and the legal use of such Materials.

If you breach or violate any provision of the Terms or any provision of the documents linked to or displayed with these Terms, and don’t adhere to the legal use of such documents as determined in the sole discretion of Realbusiness Group, Realbusiness  may terminate Your access to the Realbusiness and Your access to the Services

2.Sales and Payments Services by Stripe Connect to Pay You and to Pay Realbusiness .Upon completion and acceptance of your Registration and completion by you of Realbusiness payment platform documentation in the Realbusiness App, You will create a payments account for your Merchant Store with Stripe Connect, its preferred payment processor partner in the Realbusiness and Platform, using your business and personal contact details and your unique banking details provided at Registration. 

  •  Realbusiness Platform Fees for Merchant Stores and tax responsibilities

For each Registered Merchant Store Stripe Connect will remit to Realbusiness monthly a sales-volume-based Platform Fee net of payment of agreed payment processor fees simultaneously with remitting to the Merchant Store. Your monthly transaction-based net platform revenues in accordance with the terms herein and the terms of agreements with STRIPE CONNECT or as hereafter modified (the “Fees”). Please refer to the respective provisions of Sections 6 A, B and C of these Terms for more detail on such monthly payments. You authorize Realbusiness to further issue any revised instructions to Stripe with respect thereto for remittances to Realbusiness Inc.

  Monthly Realbusiness Revenue Report. Realbusiness displays in your data Dashboard real time reporting of the revenue generating transactions executed within your Merchant Store. The Realbusiness License Fees thereon and any chargebacks, disputes, payment failures or other costs associated with such transaction or disputes which have been recorded with respect to such transactions which shall be borne by you or held in a reserve until resolved or charged to you.

 B Use of Data Business data is an important analytic tool for the Realbusiness Platform. Realbusiness will collect customer transactional data both in stand-alone Merchant Store form and in combined Merchant form from all of its Service users to be used by Realbusiness for among other applications, without limitation, analysis of Your Merchant Store performance, improved and more efficient operation of the Platform, to improve and enhance the Platform and other diagnostic and corrective purposes and assistance in structuring and promoting verified Merchant Store and Services cross-selling, joint marketing, incentive and Partner support programs, and development of other Realbusiness offerings or products and services for Services users.

In addition, Realbusiness shall have the exclusive right for all Services to market and negotiate licenses for de-identified, aggregated Combined Data to third party data aggregators for marketing and analytic uses to create sustainable streams of license revenue for Realbusiness. Notwithstanding any other provision in this Agreement, You agree that You hereby grant to Realbusiness exclusive, licenses to the Data of Your Merchant Store and to download, use, organize and market to third parties such Data. Further, You license and grant to Realbusiness access to and the right to download your Merchant Store transactional information to be used in creating de-identified Combined Data for measuring and enhancing Platform and ecosystem performance.

4. Your Opportunities and Obligations with respect to Third Party Services, Partners, and Partners’ Marketplace Realbusiness will from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links with Realbusiness Partners (collectively, “Third Party Services”) for your consideration or use. Some Third-Party Services are required, such as a payment provider, and some are optional to enhance the transaction strength of your Merchant Store. Your purchase, access or use of any such Third-Party Services and compliance with their terms and conditions  including but not limited to shared allocations of subscription revenues and commissions on sale of good and services. is solely between you and the applicable third-party services provider (“Third Party Provider”).

    5.General Operating Conditions of the Platform for all Services

•The terms and conditions contained in these Terms or in the documents linked or displayed in the screen or web page hereto, include the Acceptable Use Policy (the”AUP”) , the Privacy Policy the  COVID-19 Policy (if you sell such products) and the rules and agreements between us linked to section of these . By registering for Services, you acknowledge and agree that you have read and agree to these Terms .

  •Technical support in respect of the Services is only provided to Realbusiness Registered users.   There are no third party beneficiaries of technical support.

• Some Terms require only Your common sense to understand their purpose and application, but we list them to avoid ambiguity. Accordingly:

‌   •You may not use the Realbusiness Services for any illegal, unauthorized, or prohibited use or purpose whether such prohibited use is specified in these Terms of Service, in the AUP, in any linked document hereto, or in the unique terms and conditions of any Realbusiness Partner Services of which are being provided to You;

   •You will not reproduce, duplicate, download, copy sell, resell ,exploit, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform ( collectively the “Software”); modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by Realbusiness or authorized within the Platform); use the Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

    •You represent, covenant, and warrant that you will use the Platform and the Service only in compliance with Realbusiness standard published policies in effect from time to time including, without limitation, the AUP and all applicable laws and regulations including, without limitation, all applicable laws and regulations regarding public health and safety and consumer protection, and ownership and/or use of intellectual property owned by third parties. You will comply with all applicable laws, rules, and regulations in your use of each Service and your performance of obligations under these Terms.

    •Realbusiness shall not be liable to You or to any third party for any modification, price change, suspension, or discontinuance of any Service except as may be specifically provided in writing in these Terms or in a written agreement between You and Realbusiness

    •Realbusiness is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using any Service, you acknowledge and agree that Realbusiness collection, usage and disclosure of this personal information is governed by our Privacy Policy which in turn will incorporate any rights which you or your customers may have now or in the future under statutes affecting the privacy of such persons within the United State or in applicable foreign jurisdictions. .

     •You shall not purchase search engine or other pay per click keywords, or domain names that use Realbusiness or Realbusiness trademarks and/or variations and misspellings thereof.

     •You agree that your Materials (not including credit card information), may be transferred, unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

     •In the event of any dispute over Account ownership, Realbusiness  retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. We reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. If we are unable to reasonably determine the rightful Merchant Store owner, without prejudice to our other rights and remedies, Realbusiness reserves the right to disable an Account until resolution has been determined between the disputing parties.

       6.Rights of the Parties

Realbusiness reserves the right to add to, modify or terminate the Services for any reason, without notice at any time and from time to time subject to any specific provisions of the Terms or any written agreement between you and Realbusiness or as required by law and to adjust its posted l charges accordingly. Not all Services and features are available in every jurisdiction, and we are under no obligation to make any or all Services or features available in any or all jurisdictions.

Realbusiness reserves the right to refuse service to anyone for any reason or for no reason at any time, subject to the provisions of any written agreement between You and Realbusiness .

•We may, but have no obligation to, remove Materials and suspend or terminate Accounts if Materials uploaded or posted to a Merchant Store which violate our AUP or these Terms of Service.

•Verbal or written abuse of any kind (by You including threats of abuse or retribution) of any Realbusiness customer, Realbusiness employee, member, or officer can result in immediate Account termination at our sole discretion.

•We reserve the right to provide our Services to your competitors. You have no right of exclusivity in any particular market segment except under and a signed, active, transacting Channel Partner Agreement.

• You further acknowledge and agree that Realbusiness employees and contractors may also be Realbusiness customers and that they may compete with You, although they may not use Your Confidential Information (as defined in Section 8 hereof) or operate in Your exclusive vertical if you are a Channel Partner.

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REALBUSINESS  Intellectual Property Rights

REALBUSINESS  owns and retains, without limitation, all right, title and interest in and to (a) the Realbusiness  Platform, the Realbusiness Software in all forms and versions, named and unnamed as of this writing, and all improvements, enhancements or modifications thereto. (b) any software, applications, inventions or other technology developed by Realbusiness or by any third party in connection with implementation or support of the Platform, or Realbusiness Partners and any component thereof and (c) all intellectual property rights related to any of the foregoing including, without limitation the trademarks and copyrighted materials compromising Realbusiness Intellectual Property including, without limitation, patents, trademarks and tradenames

•Realbusiness shall have the exclusive rights: (i) during and after your use of any Services to collect, analyze and market data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information derived from your business data, your sales data and your customer data.

•Effective with your Registration Realbusiness has the limited, non-exclusive license while you are on the Platform to show Your business image and logo on the Realbusiness and in printed published material as a user of the Platform which license shall be coterminous with the licenses granted herein by Realbusiness to you for use of the Platform.

•Effective with your Registration and while you are on the Platform Realbusiness has the limited license to display the Realbusiness logo and a link to the Platform on your published Merchant Store site and to list you as a user of the Platform.

•The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Website are registered or unregistered trademarks of Realbusiness or others. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of Realbusiness or such third party that may own the Trademarks displayed on the Website. Your use of the Trademarks displayed on the Website, or any other content on the Website, except as provided in these terms and conditions, is strictly prohibited. No part of the Website may be downloaded, used, disclosed, modified, reproduced, displayed, performed, distributed, stored in a retrieval system, or translated into any language in form or by any means without the prior written consent of Realbusiness.

Merchant Store Rights

• You have the right to operate your Merchant Store on the Platform only in compliance with these Terms and under the financial arrangement set forth herein or linked hereto.

Merchant Store Intellectual Property Rights

•You shall own and retain, without limitation, all right, title and interest in and to your trademarks and tradenames, your rights in your customer client data in non-combined client identifiable form, as well as any data that is based on or derived from your customer client data by you, subject to the ownership rights of your customers therein and subject to the rights of Realbusiness therein as set forth in these Terms.

•Except as may be separately agreed to in writing from time to time, Realbusiness has no intellectual property rights over the Materials you provide to the Realbusiness Service. All Materials you upload to your Realbusiness Merchant Store or partner sites remain your property.

•By uploading Materials, you agree: (a) to allow other Realbusiness  users to view the Materials you post to your Merchant Store; (b) to allow Realbusiness to store, and in the case of Materials you post publicly, display, and use your Materials; and (c) that Realbusiness can, at any time, review and delete all the Materials submitted to its Service, although Realbusiness is not obligated to do so.

  • Confidential Information

•Except as provided in Section 3 hereof regarding the sale of data by Realbusiness in aggregated and/or de-identified form, each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein;

  • Realbusiness Limitation of Realbusiness Liability; Limitation of Realbusiness warranties

• YOU AGREE TO THE FULLEST EXTENT PERMITTED BY LAW THAT YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK. THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY AS TO THE QUALITY AND AVAILABILITY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. REALBUSINESS  DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. REALBUSINESS  MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SOFTWARE OR SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.

•TO THE FULLEST EXTENT PERMITTED BY LAW, REALBUSINESS AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF ITS REPRESENTATIONS OR OBLIGATIONS UNDER THESE TERMS SHALL NOT EXCEED AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO REALBUSINESS  IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

•TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF REALBUSINESS  GROUP, ITS OFFICERS, DIRECTORS, EXECUTIVES OR AGENTS OR OUR SUPPLIERS OR PARTNERS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO YOU ARISING OUT OF OR IN CONNECTION WITH THE REALBUSINESS  PLATFORM, THE SERVICES OR THESE TERMS OF SERVICE (HOWEVER ARISING, INCLUDING NEGLIGENCE) OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE).

•Realbusiness does not warrant performance of the Internet. The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, Realbusiness is not responsible for any delays, delivery failures, or damage, loss or injury to the Services resulting from such problems.

• Realbusiness does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

  • Your Indemnification of Realbusiness Inc

•You agree to indemnify and hold harmless Realbusiness and its officers, directors, employees, agents, parents, subsidiaries and affiliates (each, an “Indemnified Party”), to the maximum extent permitted under any applicable law, without any rights of reimbursement, indemnification or offset whatsoever by reasons of your use of the Platform or any advice received by you from any Partner from and against any losses, claims, demands, actions, costs, damages, penalties, fines and expenses, including without limitation, attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (i) your Materials; (ii) your misuse of the Software, Services or the Realbusiness Platform or Network; (iii) your breach of this Agreement or any representation, warranty or covenant by you in this Agreement; (iv) your violation of any applicable laws, rules or regulations through or related to the use of the Software, the Services or the Platform;(v) any dispute with respect to the operation of your Merchant Store with respect to quality, delivery, shipping, payment or other matter with regard to goods sold by you, or similar issues concerning any services to be delivered by you; (vii) any breach by you of any intellectual property right of a third party involving Materials provided by you for use on the Platform or (viii) any tax liability you may have whether or not described in any provision of these Terms.

10.Cancellation and Termination of Accounts

•By Merchant Store or Partner: You may cancel your Account and terminate these Terms at any time from within your account in the Realbusiness  app and then following the specific instructions indicated to you in Realbusiness  Group’s response.

•By Realbusiness :

  1. If you violate these Terms, Realbusiness in its sole discretion may respond by suspending or terminating your Registration with or without notice based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists, on such timeline as Realbusiness determines in its sole discretion.
    1. At its sole discretion, Realbusiness may modify or discontinue the Software or Service, or may modify, suspend, or terminate your access to the Software or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Software or the Service, Realbusiness reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Software or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

• Effect of termination or suspension by either party hereto:

i.Upon suspension or termination Realbusiness will cease providing you with the Services and you will no longer be able to access your Account;

ii. Unless otherwise provided in these Terms you will not be entitled to any refunds of any Fees, pro rata or otherwise.

iii.. Any outstanding balance owed to Realbusiness for your use of the Services through the effective date of such termination will immediately become due and payable in full as you receive payments for good and services; and

  1. Your Merchant Store will be taken offline.
  2. Your termination or suspension, no matter how occurring, will not relieve you of or release you from your obligations with respect to any pending delivery, payment, delivery, condition, or other matters which arose in the course of your business on the Platform.

If at the date of termination of the Service, there are any outstanding Fees arising by reason of sales of goods or services by you or by reason of data revenues you will receive net fees of such funds as such funds are received and disbursed, and eventually a final statement via email.

•Realbusiness  reserves the right to modify or terminate the Realbusiness Service, the Terms and/or your Account for any reason, except as otherwise provided in these Terms without notice at any time (unless otherwise required by applicable law). Termination of the Terms shall be without prejudice to any rights or obligations which arose prior to the date of termination.

•Without limiting any other remedies, it may have, Realbusiness may suspend or terminate your Account if we believe that you (by conviction, settlement, insurance, or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

  1. Feedback, Reviews and Voluntary Submissions 

Realbusiness welcomes any ideas and/or suggestions regarding improvements or additions to the Services. However, under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, third party services, any third-party provider or Partner (collectively, “Feedback”) to Realbusiness be subject to any obligation of confidentiality or expectation of compensation on the part of or by Realbusiness except upon the sole decision or discretion of Realbusiness . By submitting Feedback to Realbusiness (whether submitted directly to Realbusiness or sent through a support form), You waive any and all proprietary rights in the Feedback and Realbusiness shall be free to implement and use the Feedback if desired, as provided by You or as modified by Realbusiness, without obtaining permission or license from You or from any third party. Any reviews of a third-party service or third-Party Provider that You submit to Realbusiness must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Realbusiness reserves the right (but not the obligation) to remove or edit Feedback of Third-Party Services or third -party providers but does not regularly inspect posted Feedback.

  1. DMCA Notice and Takedown Procedure.

Realbusiness supports the protection of intellectual property and asks Merchant Stores and Partners to do the same. It is our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our Merchant Stores is infringing their intellectual property rights, they can send a DMCA Notice to Realbusiness’ designated agent using our form. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the information and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact to support with claims of copyright infringement at https://support.unrivaledgroup.com. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification by email to support@Unrivaledgroup.com if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.

13.Governing Law; Disputes; Legal Remedies

•Governing Law. These Terms are made under and shall be governed by the law of the State of Texas for agreements made and to be performed entirely within such state.

•Jurisdiction and Venue. Subject to the provisions regarding alternative dispute resolutions set forth below, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Federal Courts and Texas State courts located in Dallas, Texas, with respect to any dispute or claim arising out of or in connection with the Terms of Service and the parties each agree to submit to the jurisdiction of such courts.

•Informal Resolution. Notwithstanding any other provision of this Section 12 you and Realbusiness agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Realbusiness therefore agree that, before either you or Realbusiness initiates a court proceeding or demands arbitration against the other as herein provided, we will personally meet and confer, via telephone or videoconference in a good-faith effort to resolve informally any claim arising under or in connection with the provision of this Terms of Service Agreement. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 30 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Realbusiness that you intend to initiate an informal dispute resolution conference, email support@Unrivaledgroup.com providing your name, telephone number associated with your Realbusiness account (if any), the email address associated with your Realbusiness account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing litigation or arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

•Arbitration. The parties agree that any dispute or claim between them not resolved by informal resolution will be resolved by binding arbitration, rather than in court, except that (1) either party may assert claims in small claims court if the claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) You or Realbusiness may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or failure of a party to meet the affirmative or negative covenants set forth in this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Service as a court would. To begin an arbitration proceeding, you must send an email requesting arbitration and describing your claim to Realbusiness at support@Unrivaledgroup.com. The arbitration will be conducted by a single arbitrator by the American Arbitration Association (AAA) under its rules, including if appropriate the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at http://www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Neither party will seek attorneys’ fees and costs in arbitration unless the arbitrator determines that the claims of a party are frivolous. You may choose to have the arbitration conducted by telephone, video conference based on written submissions, or in person in Dallas, Texas or at another mutually agreed location. In amplification of applicable AAA rules and not in limitation thereof, in any arbitration the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this arbitration agreement including, but not limited to any claim that all or any part of this arbitration agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Realbusiness. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to a party under applicable law, the arbitral forum’s rules, and this Agreement (including this arbitration agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Realbusiness.

•No class action; no jury trial. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

  1. General Contract Provisions

•Severability. If any provision, or portion of the provision, in these Terms is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms, and the Terms will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

•Electronic Communications; Notice by Electronic Communications; Supplemental Mail notice. For contractual purposes, notices provided for in this Agreement shall be in writing and shall be deemed to have been given when sent by electronic Communications and with respect thereto (1) each of You and Realbusiness consent to receive communications from the other in an electronic form; and (2) each of You and Realbusiness agree that all terms and conditions, agreements, notices, disclosures, and other communications that either of You provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. As a supplement to email notice only and not as a substitute therefore, either party may at its option deliver hard copies of notices and all other communication delivered by hand or overnight courier or U. S. mail addressed to the respective addresses set forth below in this Agreement, to such other address as either party may have furnished to the other in writing in accordance herewith, or in the case of the Merchant Store to the most recent address of Merchant Store set forth in the records of the Company.

• Force Majeure

If the performance of any part of these Terms by any Party hereto is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under these Terms.

•Entire Agreement. These Terms including all documents linked or displayed hereto and incorporated herein by reference and made a part hereof, and all linked agreement clauses, is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof through the “Amended As of “ date set forth at the head hereof, and supersedes and merges all prior discussions an agreement between the parties with respect to such subject matter.

•Binding Terms. All the terms and provisions of the Terms shall be binding upon and inure to the benefit of the parties to the Terms and to the respective officers, directors, executives, agents, partners, successors, permitted assigns and legal representatives or such parties. Realbusiness shall be permitted to assign these Terms without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms or any of your rights or obligations hereunder, to any third party without Realbusiness’ prior written consent, to be given or withheld in Realbusiness  Groups sole discretion.

•Amendment. Realbusiness may amend these Terms and any linked document at any time in any manner except in a manner that terminates the right of a n exclusive JVP Partner licensee to  convert to a VAP non -exclusive license upon failure of a JVP license holder to meet performance objectives for any reason or for no reason by posting the relevant amended and restated Terms on Realbusiness  Group’s website, available at https://content.unrivaled group.com/terms-of-service and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms are posted to Realbusiness and Unrivaled Group websites and constitutes your agreement to, and acceptance of, the amended Terms if you do not object to any changes to the Terms within 30 days of the posting of such modified terms on any Realbusiness platform.

•No Third-Party Rights Unless otherwise provided in these Terms, no person or entity who is not a party to these Terms shall have any right to enforce any term of these Terms regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

•No Waiver. The failure of Realbusiness to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

•No Joint Venture or Partnership. Realbusiness and You are parties to the Terms as independent contractors. No joint venture, partnership, employment, or agency relationship exists between you, Realbusiness or any third-party provider as a result of this Agreement or use of the Software or Services

E. DEFINED TERMS APPLYING TO ALL SERVICES ON THE REALBUSINESS And in documents incorporated herein by reference and used in such documents shall have the following meanings in each use thereof:

  1. “Buyer Data” means information (including personal information) relating to a Buyer, including, but not limited to, order information, payment information, and account information.
  2. “Buyer” means any individual that visits or transacts business via a Merchant Store
  3. “Confidential Information” shall mean and include any document the “Disclosing Party” marks as Confidential, and any information designated as Confidential by the Disclosing Party
  4. Documentation” shall mean and include all the documents, forms, order forms, payment schedule, service schedule, instruction manuals and such other documents made available by the Parties to each other to facilitate the performance of Services
  5. Realbusiness Software Platform” or “Platform” means the AI ecosystem platform that offers omnichannel sales and data aggregation through partner and merchant licensed Realbusiness digital Merchant Stores, comprised of a mobile app, Realbusiness portal marketplaces, landing pages and web-based data dashboard
  6. “Realbusiness  Trademarks” means the trademarks, logos, service marks and trade names of Realbusiness and the Realbusiness and any Realbusiness Related Entities, whether registered or unregistered, including but not limited to Realbusiness
  7. “Realbusiness  ” means collectively Realbusiness  Inc., DBA The Unrivaled  Group, a Delaware corporation, Unrivaled Women, Unrivaled Sports, Runyourownrace.ai and all other Realbusiness and Unrivaled Group Related Entities.
  8.  “Realbusiness Partner Network Related Entities” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Realbusiness ; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
  9. Channel Partner Agreement” shall mean an exclusive vertical market licensing agreement between REALBUSINESS as the Software Platform Provider and a Participant as Software Platform Partner
  10. “Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s use of the Partner’s Services, including, if applicable, the installation and use of an application
  11. “Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information, and any Buyer Data.
  12. “Merchant Store” means the Merchant’s commerce presence hosted by Realbusiness, including their online store. For clarity, a Merchant may s Merchant Store per unique phone number and email address.
  13. “Merchant” means any unique individual or business that: (a) uses a Service to sell products or services; (b) has registered as a Merchant Store for a paid Realbusiness account; and (c) was introduced to Realbusiness by a Partner.
  14. “Partner Account” means an Realbusiness Partner account.
  15. “Partner Dashboard” means the internal administrative page uniquely available to each business customer at: dashboard. Realbusiness group.com that allows Partners to manage their respective Partner Account.
  16. “Partner Link” means the unique link issued to a Partner at Registration to initiate a Merchant Store registration with respect to Merchant Stores initiated by such Partner.
  17. “Partner Program” means the resources made available by Realbusiness to Partners, Affiliates, Distributors or Channel Partners.
  18. “Partner” or “You” means an individual or entity that has agreed to these Terms entity who has registered for a Partner or Channel Partner Account on the Realbusiness
  19. “Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
  20. “Website” means any websites that are owned, operated, or managed by a Registrant and that relate to Registrants, activities pursuant to such Registration.

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