Terms Of Use

THESE TERMS OF USE CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND BRST ARE RESOLVED. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

(last updated and effective January 1, 2017)

www.simple123.com

1. Acceptance of these Terms of Use (or the “Terms”)

Thank you for visiting our web site. This is a web site of Best Response Strategies, LLC and any of its subsidiaries, successors in interest, assignees (also referred to as “BRST,” “us,” or “we”). We welcome you to www.simple123.com, and its associated pages (collectively, the “Site”). BRST is a provider of communication services connecting manufacturers, distributers, and brokers with potential business customers (collectively, along with the Site, referred to herein as the “Service” or “Services.” For clarity, the “Services” include access to the Site, and separate references to the Site may be provided for emphasis).

Our address is:

We can be reached via e-mail at [email protected] or you can reach us by telephone at (800) 946-1520.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING THE “I AGREE” BUTTON OR ACCESSING OR USING THE SERVICES, YOU AGREE TO ADHERE TO AND TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY, AND, AS APPLICABLE, THE CONSENT TO ELECTRONIC COMMUNICATION. IF YOU DO NOT AGREE TO BE LEGALLY BOUND THEN YOU SHOULD NOT ACCEPT THESE TERMS, WHICH WILL PREVENT REGISTRATION, AND YOU ARE NOT PERMITTED TO USE THE SERVICES (OR THE SITES.)

You may not use the Services if you are not duly authorized to bind your employer, if you are a minor or otherwise unable to contract, or if BRST has previously terminated your use of the Services for illegal behavior, or breach of these Terms or any other agreement with BRST.

If you are a broker, distributor, or agent for another party, it is your responsibility to ensure that you have the contractual authority to bind your principal to these Terms, and for any transactions you may conduct. You agree to be personally responsible for any representations, warranties, and transactions you conduct with the Service.

These Terms of Use form a valid, binding, and enforceable agreement between you and BRST. By accessing, using, or downloading any portion of the Services you are agreeing that you have read, understood, and agree with these Terms of Use. This agreement is between you and BRST. There are no third party beneficiaries.

These Terms, the BRST privacy policy, and the Consent to Electronic Communications, may also collectively be referred to as the "Agreement"

2. Terms of Use Revision

BRST reserves the right to change the Agreement at any time, as provided herein. If you are a registered user, BRST may seek to provide advance notice of a change to the Terms and to record your acceptance through the login page. If you disagree with the change, you may decline further registration and use of the Service. However, BRST may at any time, and in its sole discretion, revise these Terms by updating this posting, and your access, and continued use of the Site or the Services after such a revision shall constitute your acceptance and evidence that you agree to be bound by the revision. Therefore, you should periodically visit this page to determine the current Terms to which you are bound. If a court of competent jurisdiction rules any portion of these Terms to be invalid or unenforceable, then they should be deemed revised in order to achieve as closely as possible the same effect as originally drafted and agreed.

3. Service Fees

Paid Services. Certain of the Services may be subject to payments now or in the future, including, without limitation charges for completion of an applicable transaction (the “Paid Services”). Such fees shall be set forth on the site or other as otherwise agreed in writing between you and BRST. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement. THE BRST FEES IN ANY PAID SERVICES ARE SEPARATE AND EXCLUSIVE OF ANY CHARGES A SELLER MAY REQUIRE OF A BUYER. BRST has no responsibility for setting, communicating product prices, or for collecting any amounts paid for any product. You agree that BRST shall have no responsibility for any inaccuracy in pricing or charges for products, or for the recovery of any overpayment. The payment for the Paid Services are for use of the Site and Services, and are in addition to the price of any product.

Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT https://www.simple123.com/account/settings. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized.. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal for Subscription Services.. Unless you opt out of auto-renewal, which can be done through your Account Settings https://www.simple123.com/account/settings, any Subscription Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to Account Settings https://www.simple123.com/account/settings. If you terminate a Subscription Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

Reaffirmation of Authorization.. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

4. Use of the Services

Accuracy.. As a registered user of the Service, you have been requested to provide information about yourself, such as contact information, employer identification, etc. You agree that all registration information you provide for access and use of the Service shall be accurate, correct, true, and current. You agree to provide only accurate, true, and complete information in the conduct of any transaction.

Limited License.. Subject to the terms and conditions herein, upon BRST’s acceptance of your registration request, BRST grants to you a revocable, limited, nonexclusive, personal license to access and use the Service for your internal use only. This access and use is conditioned on your adherence to these Terms. This license is unique to you, non-transferable and non-assignable. You may not share or transfer your access or account to any third party. You agree to use the Service solely for their intended and acceptable purpose, as defined by BRST.

You agree to comply with all applicable laws. This limited license terminates automatically if you breach any of these terms and conditions.

The Service is provided to you for your convenience in order to facilitate interactions between buyers and sellers; thus, registered users may offer goods or services for sale through the Service. BRST does not buy, sell, or have custody of any of the products presented by sellers. BRST is not a representative, broker, or agent of sellers, buyers, or any other users of the Service. BRST makes no representation or warranty about any products, product descriptions, the terms of sale, the terms of shipment or delivery, or any other content or information provided by either sellers or buyers or any other user.

You are solely and entirely responsible for ensuring the accuracy, completeness, reliability, and currency of all your information or content, and you agree that in no event shall BRST be responsible for or liable to you or any other party for any losses or damages of any kind that may arise or result from, or are in any way related to any of your activities using the Service, including without limitation any false, inaccurate, incomplete, unreliable, outdated, or erroneous information provided by you, any seller or buyer with which you transact, or any other user.

BRST makes no representation or warranty regarding, nor does BRST have any control over: (i) the quality, safety or legality of products presented, offered, or sold using the Service; (ii) the qualification, status, or ability of anyone to sell and deliver products using the Service; (iii) qualification, status, or ability of anyone to pay for or purchase products using the Service; (iv) the license or legal status of any other user of the Service, regardless of jurisdiction; or (v) that any other person will complete any transaction. In no event shall BRST be responsible or liable for any losses or damages of any kind relating to any transaction risks.

BRST is not in the chain of title of any products in any way whatsoever, and does not transfer title or any other ownership rights in any products from any seller to any buyer. The transfer of title is solely between the seller and the buyer, and all such transfers are subject to and governed by all applicable laws. You and any buyer, seller, or other user are responsible for compliance with all applicable laws, including any tax laws that may apply to your transaction and jurisdiction. BRST is not responsible for, and does not offer or provide any tax or other legal advice.

User content. By posting or submitting any content, including any information, to the Service (or Site), you grant BRST a perpetual, royalty-free, irrevocable, nonexclusive license to copy, publish, distribute, display, perform, create derivative works, modify, translate, adapt, and otherwise use such content or portions of such content, in any media or format. This license grant includes the right to transfer or re-transmit the content to other users of the Service, or to other customers or clients of BRST, including making such content available to others for potential transactions as described in these Terms. For clarity, you acknowledge and agree that content you post or submit will be transferred or shared with third parties; DO NOT SUBMIT CONFIDENTIAL INFORMATION. The Services are provided over public networks including the internet, and you grant BRST the express right to modify, adapt, and transmit such content over public networks.

You represent and warrant to BRST that you have all right, power, and authority reasonably required to post or submit any such content to the Service, and to grant the foregoing licenses. You agree to indemnify and hold BRST harmless for any losses, expenses, or liability arising from or relating to any content or information you post or submit to the Service.

By use of the Service, you agree and acknowledge that you may encounter and be exposed to posting of information of other users, which you may find objectionable or offensive. You agree that the third party user posting such information is solely responsible for such posting, that BRST has no obligation to you with respect to such information, and that you hereby release BRST of any responsibility or liability of any such third party user posting. Likewise, you are solely responsible for any information you post to the Service, including any information deemed offensive by any third party.

User Trademarks. By posting or submitting to BRST and the Service, from time to time, any of your registered or unregistered trademarks, service marks, associated graphics, artwork, logos, marks, designs, product names, or material (or “Your Marks”), you grant BRST a perpetual, royalty-free, irrevocable, nonexclusive license to use, copy, publish, distribute, display, perform Your Marks with the Service as Your Marks have been provided to BRST and BRST will not modify Your Marks in any manner without your prior consent and approval. Good will from the use of Your Marks with the Service shall inure to the benefit of you. As an online service, the parties acknowledge and accept that the Service may not display Your Marks in exactly the same format, dimensions, color, etc., as uploaded, and that the display of such may vary on a system or computer monitor basis. Consent to BRST use of Your Marks may be rescinded by you by your removal of Your Marks from the content you have posted, or upon thirty (30) days written notice to BRST in the event you are unable to remove Your Marks yourself. You agree that any third party user who posts or uses Your Marks is solely responsible for such posting, that BRST has no obligation to you with respect to such posting or use, and that you hereby release BRST of any responsibility or liability of any such third party user posting or use. You represent and warrant to BRST that you have all right, power, and authority reasonably required to post or submit Your Marks to the Service, and to grant the foregoing licenses. You agree to indemnify and hold BRST harmless for any losses, expenses, or liability arising from or relating to any of Your Marks you post or submit to the Service.

User disputes. In the event you have or might have any dispute or complaint with one or more users of the Service, you hereby irrevocably release BRST (its subsidiaries, affiliates, officers, directors, employees, agents) from any and all claims, demands, and damages, both direct and indirect, of every kind and nature, arising from or relating in any way with such dispute or complaint.

5. Appointment

By submitting passwords, usernames, PINs, and other log-in information, materials and other content (collectively, “Log-in Information”) to BRST through the Service, you hereby agree to license BRST to use that Log-in Information for the purpose of providing the Service. BRST may use and store the Log-in Information in accordance with this Agreement. By submitting such Log-in Information to BRST through the Service, you expressly authorizes BRST to access any information maintained by identified third parties for which you provide your Log-in Information (“User Information”), on your behalf as your agent. You hereby authorizes and permit BRST to (i) store and/or use User Information in any way, and/or (ii) to disclose any pricing information (or derivatives thereof) contained in User Information; provided, however, that BRST shall not disclose such pricing information to third parties (other than its affiliates) except in an anonymized manner that does not identify you as the source of such information.

BRST is not responsible for any Service-related issues, including those issues that may arise from inaccurate User Information. User represents and warrants that BRST’s access, collection, and use of User Information as contemplated hereunder does not violate any third party agreement or any terms of use. You shall indemnify and defend BRST against any claims alleging any such violation.

6. Security

You are responsible for confirming the accuracy and security of your posted information. You agree that BRST is not responsible for any of your information or content posted or submitted to the Service, including any inaccuracy, loss, corruption, or back-up thereof.  The maintenance, updating, and protection of your information and data are your sole and total responsibility.  BRST is not responsible for the loss or deletion of any of your information or data posted to, stored, or maintained on the Service.

You agree that BRST is not responsible for the content of transmissions that may pass through the Service or Sites, or any resulting posting.

BRST reserves the right to interrupt your access to the Service (or Site), with or without notice, to perform standard maintenance and service and any necessary repairs or upgrades, to respond to any security issues, or to respond to any violation of these Terms.  BRST shall not be liable for any damages or losses incurred as a result of interruptions in service regardless of the reason for the interruption.

BRST reserves the right to permanently and immediately interrupt or revoke your access to the Service (and/or Sites) if BRST has reason to believe you are: (i) providing third parties or unauthorized persons with access to the Service; (ii) using the Service in a manner inconsistent with the Terms; (iii) failing to adhere to the appropriate security precautions in order to prevent unauthorized access to the Service; or (iv) otherwise in violation these Terms, or acceptable or lawful use of the Service.  Such interruption in access may be with or without notice.

Access to the Service (and Site) is limited to those of your authorized employees with valid passwords associated with a valid account for you to use the Service.  It is your complete and sole responsibility to ensure that passwords are protected, kept confidential, and are only used by authorized employees.  You agree that you shall be responsible for any use of the Service (including resulting damages or losses) associated with a password assigned to you or your employees, including all activities or transactions that occur under your account.  You shall promptly notify BRST immediately of any actual or suspected security breach, including any unauthorized use of any of your passwords or accounts.

It is your responsibility to ensure that your equipment is not used to gain illegal or otherwise unauthorized access to the Service, either by your unauthorized employees or third parties gaining access to your systems (commonly referred to as “hackers”).  You are responsible for establishing and maintaining the appropriate security devices (firewalls, etc.) to prevent unauthorized access to the Service.

You agree not to access or attempt to access (through hacking, password mining, or any other means) any areas of (or through) the Service (or the Site) to which you have not been advised by BRST that you have access.  You also agree not to bypass or attempt to bypass any security mechanisms in place on the Service, or to use the Service to attempt to bypass any security mechanisms in place on any other system.  This includes, but is not limited to, running any password cracking software, or attempting to access a system that you know or reasonably should know you are not authorized to access in the manner or to the extent attempted.

7. Privacy

BRST’s Privacy Policy may be found at www.simple123.com/consumer/facts/terms. That policy extends to how BRST manages information submitted by individuals. In agreeing to these Terms, you also agree to this Privacy Policy.

8. Reservation of Rights

All rights not expressly granted herein are reserved by BRST, including all rights under patent, copyright, trade secret, trademark, and other intellectual property laws.

All content or other works on the Service (and Site), such as data, text, graphics, logos, icons, images, audio or video clips, and software, are the property of BRST, its content suppliers, or licensors, and is protected by United States and international law, including without limitation, U.S. and international copyright laws. The compilation of all content on this Site is also the exclusive property of BRST and is also protected by U.S. and international copyright laws. Any use apart from the limited licensed of Section 5, whether unauthorized downloading, reproduction, reverse engineering, modification, distribution, transmission, republication, display, or performance is strictly prohibited. For clarity, you may not (i)modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service and its content, whether in whole or in part, or (ii) use any robot, spider, scraper, deep link or other similar automated data gather extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service or any portion or information thereof.

You acknowledge that any pricing data or information obtained through the Service (“Pricing Data”) are the confidential and proprietary information of BRST. You shall maintain the confidentiality of the Pricing Data and will not disclose such information to any third party without the prior written consent of BRST. The obligations in this paragraph shall not apply to any information that: (i) is made generally available to the public (other than through the Service) without breach of this Agreement, (ii) is developed by you independently from the Pricing Data, (iii) is disclosed to you by a third party without restriction, or (iv) was in your lawful possession prior to accessing such Pricing Information on the Service and was not obtained by you either directly or indirectly from BRST.

The Service (including the Site), and all contents are: copyright © 2015, BRST, LLC, all rights reserved.

The “Best Response Strategies” name, and associated trademarks, service marks, and logos (collectively, the "Trademarks") that are used and displayed in the Service are registered and/or unregistered trademarks of BRST. Any third party trademarks and their associated logos used in the Service are the property of their respective owners, and when used in this Service by BRST, they are used by license from the owner. Nothing on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the trademarks displayed without the written permission of the owner. BRST and its licensors enforce their respective intellectual property rights to the fullest extent of the law. BRST prohibits use of its Trademarks as a “hot” link to the Service unless establishment of such a link is approved in advance by signed writing. Use of any of the Trademarks as meta-tags or embedded text on other web sites, for search engine subject matter marketing, or as a spoofed email address are also expressly prohibited.

9. Acceptable Use of the Services

You agree that you will not use the Service in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Service.  For example, you shall not: make unsolicited communications or electronic mail (“spamming”); use any domain name of the Site, including for example as a pseudonymous address; propagate computer worms or viruses; attempt to gain unauthorized entry to other computers, data or networks; distribute pornography, obscenity, inflammatory, or defamatory material; distribute any material that could give rise to civil or criminal liability; or infringe copyrights, trademarks, or any other intellectual property rights.  You agree to use the Service and Sites only for purposes that are permitted by: (i) these Terms of Use; and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software or food).

The Service is not intended for or offered to minors. BRST does not knowingly collect personally identifiable information from minors. If you are a minor, you are not authorized to use the Service or to provide information to BRST. Please note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information about such tools is available from organizations such as kids.getnetwise.org and www.staysafeonline.org, and from manufacturers of some operating systems.

You agree that you will not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service or Sites). You agree that you are solely responsible for (and that BRST has no responsibility to you or to any third party for) any breach of your obligations under these Terms, and for the consequences (including any loss or damage which BRST may suffer) of any such breach.

BRST reserves the right to, from time to time, publish an acceptable use policy governing permitted uses of the Service (“Use Policy”), in addition to that provided herein, and you agree to follow such acceptable Use Policy.  BRST reserves the right to modify the terms and conditions of its Use Policy from time to time, by posting the Use Policy with the Service (e.g., on the Site.)  Violation of the Use Policy or Terms is ground for suspension or termination of access to the Service (or Site) without prior notice.  BRST reserves the right to terminate access to the Service (or Site) in the event of chronic, threatened, or uncured violations of this section. BRST shall be under no obligation to monitor the compliance of any party with the Use Policy or these Terms.

You agree that you will preserve all copyright and other proprietary notices contained in the Services and its content or other materials. You may not modify, copy, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer, sell or use any of the information or content obtained from this Service. You may not “mirror” or “frame” any material contained in the Service. You agree not to interrupt or attempt to interrupt the operation of the Service in any way. BRST reserves all rights not expressly granted herein.

YOU AGREE TO USE THE SERVICE SOLELY FOR YOUR OWN, INTERNAL BENEFIT, AND NOT FOR RESALE, TRANSFER, DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. WITHOUT LIMITATION, YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION, CONTENT, OR DATA CONTAINED IN THE SERVICE, OR ANY PORTION OF THE SERVICE, IN ANY MANNER THAT COULD COMPETE WITH BRST, THE SERVICE, OR ITS BUSINESS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE (OR SITE.)

YOU SHALL NOT RECIRCULATE, DISTRIBUTE, OR PUBLISH ANY OF THE INFORMATION, CONTENT, OR DATA INCLUDED IN THE SERVICE (OR SITE) WITHOUT THE EXPRESS AND PRIOR WRITTEN CONSENT OF BRST. NO SUCH CONSENT IS GRANTED UNDER THIS AGREEMENT. SUCH ACTIONS ARE A VIOLATION OF THESE TERMS OF USE AND BRST’S INTELLECTUAL PROPERTY.

YOU SHALL NOT OFFER ANY PART OF THE SERVICE (OR DATA, INFORMATION OR CONTENT WITHIN THE SERVICE) FOR SALE, OR DISTRIBUTE ANY SUCH PART IN ANY MEDIUM WHATSOEVER, INCLUDING BUT NOT LIMITED TO, WITHIN A COMPUTER NETWORK, MIRRORING, HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR EXPRESS AND WRITTEN CONSENT OF BRST. SUCH CONSENT IS NOT GRANTED TO YOU UNDER THIS AGREEMENT. THE SERVICE (INCLUDING THE SITE) AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND.

YOU SHALL NOT STORE ANY COPY OR FACSIMILE OF THE SERVICE (INCLUDING THE SITE), ANY INFORMATION THEREIN, OR ANY COPY THEREOF (IN WHOLE OR IN PART) IN ANY FORM, WHETHER FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE OR OFFER ANY SERVICES. YOU MAY NOT USE THE SERVICE (INCLUDING THE SITES) OR ANY INFORMATION THEREIN IN ANY WAY TO REVERSE ENGINEER OR IMPROVE THE QUALITY OF ANY DATA OR OTHER SERVICE.

YOU SHALL NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS IN THE SERVICE, OR ANY OTHER TRADEMARK OF BRST. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHT OR INTEREST IN ANY OF SUCH ITEMS.

10. Disclaimers of Warranties; Limitation of Liability

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE (INCLUDING THE SITE) AND THE INFORMATION THEREIN ARE PROVIDED FOR THE FACILITATION OF COMMUNICATION, MARKETING, AND TRANSACTIONS OF THIRD PARTY USERS, AND BRST ACCEPTS NO RESPONSIBILITY FOR THE ACTS, OMISSIONS, OR REPRESENTATIONS OF SUCH PARTIES. BRST IS UNABLE TO SCREEN THOSE PARTIES USING THE SERVICE OR SITES, AND USE OF THE SERVICE OR SITES SHALL NOT BE DEEMED AN ENDORSEMENT OR APPROVAL BY BRST. BRST PROVIDES NO PURCHASING, SELLING, INVESTMENT, LEGAL, REGULATORY, OR OTHER ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

THE SERVICE, THE SITE, AND ALL INFORMATION AND CONTENT THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BRST MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE OPERATION OR USE OF THE SERVICE, THE SITE, AND THE INFORMATION AND CONTENT THEREIN, INCLUDING FOR EXAMPLE, ADVERTISEMENTS, PRICES, PRODUCT QUALITY, TRANSPORTATION SCHEDULES, ETC.

WITH RESPECT TO THE SERVICE (AND TO ANY PRODUCTS OFFERED OR SOLD THEREBY), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BRST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRST DOES NOT WARRANT THAT THE SERVICE WILL BE ACCURATE OR AVAILABLE ON AN UNINTERRUPTED BASIS OR ERROR- FREE OR COMPLETE OR THAT ANY RESULT MAY BE OBTAINED FROM THE SERVICE OR THAT ANY MATERIAL OR INFORMATION WILL BE ACCESSIBLE FROM THE SERVICE, AND THAT THE SERVICE, THEIR SERVERS, OR ANY FEEDS OR ANY E-MAIL OR COMMUNICATION SENT FROM THE SERVICE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, NON-INFRINGING, ETC.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR THE RESULTS OR OUTCOME OF ANY TRANSACTION OR ANY OTHER RELIANCE ON SUCH MATERIAL, AS WELL AS ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR FOR ANY OTHER RELIANCE YOU PLACE ON SUCH MATERIAL.

AS A CONDITION OF YOUR USE OF THE SERVICE (OR ACCESS TO THE SITE), YOU AGREE THAT IN NO EVENT WILL BRST BE LIABLE FOR ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST REVENUES) FOR YOUR USE OF THE SERVICE, OR FOR ANY ERRORS OR OMISSIONS, MISTAKES, INTERRUPTIONS, DELETION OF FILES OR DATA, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR FOR ANY FAILURE OF PERFORMANCE OF ANY KIND ARISING FROM THE SERVICE, AND ANY INFORMATION OR CONTENT THEREIN.

YOU AGREE THAT ANY MONETARY CLAIMS OF WHATEVER KIND ASSESSED AGAINST BRST, ARISING OUT OR RELATING TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT THAT YOU HAVE PAID BRST FOR USE OF THE SERVICE FOR THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM. YOU ALSO AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SERVICE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

The Uniform Computer Transactions Act, or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to this Agreement. To the extent that UCITA may be applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.

Notwithstanding anything to the contrary, if use of the Service by you is prohibited by law in your jurisdiction, then you agree not to use the Service in such jurisdiction.

Subject to Section 14, the limitations of this Section 10 shall not exclude or limit damages that may not lawfully be excluded or limited by applicable law.

11. Indemnification

As an express condition to your access and use of the Service and Sites, you agree to defend, indemnify and hold BRST, its agents, directors, employees, and officers, harmless from any and all liabilities, damages, costs and expenses, including reasonable attorney's fees, related to your use of the Services and any violation of these Terms of Use by you, including without limitation any use of the Services (and Sites) in violation of applicable law or outside the scope of these Terms of Use.

If you are a broker, distributor, or agent for another party, you hereby indemnify and hold BRST, its agents, directors, employees, and officers, harmless from any and all liabilities, damages, costs, and expenses, including reasonable attorney’s fees, relating to the claims of such other party relating to your use of the Services, including without limitation any failure by you to bind such party or your principal to these Terms of Use, including without limitation claims relating to any transactions you may conduct for yourself and on behalf of such party.

12. Accuracy of Content; Third party Content or Service

There may be occasions when information on the Service may contain typographical errors, or may be incomplete, inaccurate, or out of date. Please be aware that BRST presents content “AS IS” and makes no claims to its accuracy, either expressed or implied. BRST reserves the right to correct mistakes or update information at any time without prior notice. However, BRST does not assume, and shall have no responsibility for, the accuracy of the information on the Service. Before you rely on posted information, you should confirm any information on the Service with the party that posted such information.

From time to time, BRST may distribute or link to third party content within the Service, or engage third party service providers in supporting, hosting, or enabling aspects of the Service. For example, portions of the Service or data on the Service may be made available by one or more “cloud” hosting services. Third party cloud service providers will be identified at the time you select a subscription plan for the Service. Any information, services, software, or content of all such third parties are those of the third party or other owner and/or author and/or distributor, and not of BRST. All such third party information, services, software, or content is provided under the terms, conditions, and warranties of such third party. You agree to comply with such terms and conditions, and any acceptable use policy of such third party.

BRST makes no representation or warranty whatsoever about any third party information, service, software, or content or about such third party and the inclusion of any link to third party resources does not imply BRST’s endorsement or any association between us and their operators. . BRST does not guarantee the accuracy, performance, completeness, truthfulness, utility, or timeliness of such information, service, software, or content. It is your responsibility to assess the accuracy, performance, completeness, truthfulness, utility, or timeliness of such information, service, software, or content. As a condition of your use of the Service, you agree that BRST shall not be liable for any such third party information, service, software, or content.

The Service may also include third party advertisements or promotions. Any transaction or communication you may have with such third parties is between you and such third party, and BRST is not responsible for any of the terms, conditions, warranties, or representations of that transaction. BRST is not responsible or liable for any loss or damage of any sort arising from or relating to any third party information or transactions on the Service.

13. DMCA Procedure; Good Samaritan Content Procedure

DMCA Procedure: BRST respects the intellectual property rights of others and expects its users to do the same. BRST may remove content that in its sole discretion appears to infringe the rights of others. In addition, BRST, in its sole and absolute discretion, may terminate the account and access of any user who infringes the intellectual property rights of others. If you believe that a user of the Service has infringed your intellectual property rights with respect to the Service, please notify BRST’s Copyright Agent and provide the following information:

  1. A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right.
  2. An identification of the intellectual property claimed to have been infringed.
  3. A detailed description of the material that you claim is infringing, so that we may located it, including the URL where the infringing material appears.
  4. Your address, telephone number, and email address.
  5. A statement by you that you have a good faith belief that the allegedly infringing use is not authorized by the intellectual property rights owner, its agent, or the law.
  6. A statement, made under penalty of perjury, by you that the above information is accurate and that you are authorized to act on behalf of the owner of the intellectual property rights involved.

The BRST Copyright Agent is and can be reached as follows:

Good Samaritan Procedure:

  1. Policy. It is the policy of BRST not to tolerate acts of intellectual property infringement, violations of U.S. law, or allow for any child pornography or obscene, defamatory material to be posted on the Service. BRST will endeavor, in good faith, to remove, disable, or restrict access to or the availability of material that, in our subjective view, is infringing, obscene, harassing, illegal, or otherwise objectionable. The provisions of this section are intended to implement this policy, but are not intended to impose a contractual obligation on BRST to undertake, or refrain from undertaking, a particular course of conduct.
  2. Complaint Procedures. If you believe that a user of the Service has posted material which violates this policy (other than cases of copyright infringement, which is addressed above), then promptly notify BRST by email at the following address: [email protected]. You must use this address to ensure prompt receipt by the person charged with investigating alleged violations. For efficient notification and response, provide as much detail as possible, including: (i) the nature of the right infringed or violated (including the registration numbers of any registered trademarks or patents allegedly infringed; (ii) all facts which lead you to believe that a right has been violated or infringed; (iii) the precise location where the offending material is located; (iv) any grounds to believe that the person who posted the material was not authorized to do so, or did not have a valid defense; and (v) if known, the identity of the person or persons who posted the infringing or offending material.
  3. Indemnification/Waiver of Certain Rights. By lodging a complaint, you agree that the substance of your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the Commonwealth of Virginia. In addition, you agree, at your own expense, to defend and indemnify BRST and to hold BRST harmless against all claims that may be asserted against BRST, and all losses incurred, as a result of your complaint and/or our response to it.
  4. Waiver of Claims and Remedies. BRST expects users of the Service to take responsibility for their own actions and cannot assume liability for any acts of third parties that use the Service. By taking advantage of the Good Samaritan procedures set forth herein, you waive any and all claims or remedies which you might otherwise be able to assert against BRST under any theory of law (including, but not limited to intellectual property laws) that arise out of or relate in any way to the material and the Service, or the actions or omissions of BRST in response.
  5. Investigation. You agree that BRST has the right (but not the obligation) to investigate any complaint it has received. By reserving this right, BRST does not undertake any obligation or responsibility to investigate complaints or to remove, disable, or restrict access to or the availability of any material subject to a complaint. If you believe that any material remains on the Service that violates your rights, your sole remedy shall be against the person(s) responsible for posting or storing it, not against BRST.

14. Entire Agreement

These Terms of Use, the Privacy Policy, along with the Consent to Electronic Communication contain the entire agreement between you and BRST with respect to the subject matter of your use of the Service, and supersede any prior agreements, customs of use, or understandings with respect to the subject matter hereof. Section headings contained in the Terms of Use are for convenience of reference only, and do not limit, alter or affect the scope, meaning or interpretation of any provisions in any way.

If a court of competent jurisdiction rules any portion of these Terms of Use to be invalid or unenforceable, and for any reason does not deem these terms revised in order to achieve as closely as possible the same effect as originally drafted, then these terms are severable such that the valid and enforceable terms shall remain unaffected.

The failure of either party to exercise or enforce any right, remedy, or provision shall not operate as a waiver of such right or provision. To be effective, any waiver must be in writing.

15. Choice of Law & Jurisdiction

These Terms of Use and your use of the Services will be interpreted in accordance with the law of the State of Virginia and the United States of America, without regard to their conflict-of-law provisions. You and BRST agree to submit to the personal jurisdiction of a state court located in Richmond, Virginia or a United States District court, Eastern District of Virginia located in Richmond, Virginia (collectively, the “Richmond Courts”) for any actions which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

16. Entire Agreement

Mandatory, Bilateral Arbitration and Waiver of Class Actions.

Please read this carefully. It affects your rights. YOU AND BRST AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF BRST, TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY OR THROUGH BRST, TO THIS AGREEMENT, OR TO THE CONTENT, AND/OR USER SUBMISSION (PUBLIC, PERSONAL AND/OR LIMITED AUDIENCE) ON BRST SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, except that (1) you may assert claims in small claims court if your claims qualify; and (2) this agreement to arbitrate does not include your or BRST’s right to seek injunctive or other equitable relief in state or federal court in Richmond to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on 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 Use.

“Disputes” shall include, but are not limited to, any claims or controversies between you and BRST against each other related in any way to or arising out of in any way from the Service, including but not limited to policies, privacy, advertising, or any communications between you and BRST, even if the claim arises after you or BRST has terminated Service or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (c) that BRST brings against you relating to the Services. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and BRST, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms of Use or out of a prior set of Terms of Use with BRST; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms of Use.

Dispute Notice.

Before initiating an arbitration, you and BRST each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute should be sent to: 6641 W. Broad St. Suite 401, Richmond, VA 23224 or emailed at [email protected] BRST will provide a Notice of Dispute to you via the email address associated with your BRST User ID. You and BRST agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until this 45-day post-notice resolution period expires. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or BRST may commence an arbitration proceeding.

Arbitration Process and Procedure

Unless you and BRST agree otherwise in writing, arbitration shall (1) be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”) and as modified by this agreement to arbitrate, including the rules regarding filing, administration, discovery, and arbitrator fees; (2) be conducted by a single, neutral arbitrator; and (3) take place in the county where you reside. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class or representative action. Further, unless both you and BRST expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims. If this prohibition of class, representative, or consolidated arbitration is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

If, for any reason, a claim proceeds in court rather than in arbitration, we each waive our right to a jury trial.

YOU THEREFORE UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND BRST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration/. Notwithstanding any JAMS Rules to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern, you and BRST each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, except that only a court (and not the arbitrator) shall decide any disagreements regarding the scope and enforceability of this agreement to arbitrate.

Hearing

If your claim does not exceed $5,000, you and BRST agree to waive an oral hearing by the arbitrator and the arbitration will be conducted solely on the basis of documents you and BRST submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. To the extent an oral hearing is requested by you or BRST, or deemed necessary by the arbitrator, you and BRST agree that the hearing will be conducted telephonically or videographically.

Arbitrator’s Decision

An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court of competent jurisdiction.

Fees

It is each parties’ responsibility to pay any JAMS filing, case management/administrative, and arbitrator fees as set forth in the JAMS Rules. If your claim for damages does not exceed $5,000, BRST will pay all such fees unless the arbitrator finds that either the substance of your Dispute or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)).

Small Claims & Government Actions

As an alternative to arbitration, you or BRST may resolve Disputes in a small claims court that has jurisdiction over your claim. These Terms and this arbitration agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against BRST on your behalf.

17. Termination

These Terms shall govern all access or use of the Service. You may stop using the Service for your convenience at any time. In the event that you no longer desire to use the Service, then you may cease the monthly access payment and your access will be terminated. You may also terminate your use of the Service by notice to BRST in writing at:

BRST may terminate your access to and use of the Service if you miss an access payment, or any other payment due BRST; in addition, BRST may terminate your access if: (i) you have breached or otherwise failed to comply with these Terms or any Use Policy; (ii) BRST has decided to exercise a termination right provided elsewhere in these Terms; (iii) BRST is no longer providing the Service; (iv) a third party service provider to BRST has terminated its services; or (v) termination is required by law.

BRST may terminate the Service and these Terms for its convenience at any time without liability to you by advance notice and completion of the then current month of subscription. BRST may discontinue any Service or any portion or feature for any reason at any time without liability to you.

18. Survival

Notwithstanding any termination of the Agreement, use of the Service, or access to the Sites, the provisions of Sections 6-14 and 16-18 shall remain in effect after such termination.

19. Unsolicited Submissions

The Service is not intended for users to make unsolicited proposals by users to BRST. BRST is a service provider enabling interaction among users of the Service. Except as may be expressly provided, unsolicited submissions or postings of materials, information, or ideas will be treated as non-confidential and non-proprietary, and may be disseminated, deleted, or otherwise used by BRST or its affiliates.

20. Miscellaneous

Neither party will be liable to the other for a failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

BRST may, from time to time, change or improve the form and nature of the Service without prior notice. Changes or improvements to the Service may disable or stop (permanently or temporarily) aspects or features of the Service.

You agree that if BRST disables access to your account, then you may be prevented from access the Service, account details, or content you may have posted to the Service. You also acknowledge that the Service may include limits in posting or communications, and that BRST may, from time to time, change such limits.

The Service may include links to other sites as a convenience, but BRST accepts no responsibility for the content of such sites, and the link should not be construed as an endorsement of or affiliation with the other site or any third party.

You agree that BRST may, from time to time, provide you with notices regarding the services of BRST, including notices regarding these Terms, the Service, etc. Such notices may be by electronic mail to an address provided by you, physical mail to an address provided by you, or by other means.

If you are using the Service for the U.S. Government, either directly or indirectly, the Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and any regulation supplement thereto.

CONSENT TO ELECTRONIC COMMUNICATIONS

This is a web site of Best Response Strategies, LLC and any of its subsidiaries, successors in interest, assignees (also referred to as “BRST,” “us,” or “we”). We welcome you to the web site www.simple123.com, and its associated pages (collectively, the “Site”). BRST is a provider of communication services connecting manufacturers, distributers, and brokers with potential business customers (collectively, along with the Site, referred to herein as the “Service” or “Services.” For clarity, the “Services” include access to the Site, and separate references to the Site may be provided for emphasis).

By submitting a registration or account application online, or by submitting an electronic communication, such as a request for e-mail updates, you are affirmatively consenting for us to communicate electronically, according to the following terms (or the “Consent”):

1. Categories of Communications

You understand and agree that BRST may electronically provide you with information about your account, including disclosures required by applicable federal or state law (collectively, “Communications”), which may include, but are not limited to, the following:

Communications may be sent to your e-mail address. Communications may include your name and information about your account for the Services, including any fee schedules, any balance or due date, etc. Electronic Communications may be disclosed to any party that has access to your account, or to your e-mail account, including the hardware and software you use to view your account or e-mail. For example, if you have given someone access to your e-mail, they will be able to view Communications we send to your e-mail account.

2. Manner of Consent

You understand and agree that by giving your Consent through this Site, you demonstrate that you can access information that we may provide to you by posting electronic Communications on a Site or otherwise via the Service.

3. How to Withdraw Consent

You may not apply online to open an account, and you may not register for electronic notices, unless you provide your Consent.  After you open an account or otherwise register for electronic notices, you may withdraw your Consent by contacting us:

We can be reached via e-mail at [email protected] or you can reach us by telephone at (800) 946-1520.

4. Hardware and Software Requirements

In order to access and retain Communications, you must have at a minimum:

5. Paper Copies of Communications

At your request, we will send you one free paper copy of the Agreement, the Privacy Policy, this Consent, or other material provided to you electronically. If you would like a paper copy of any of this material please write to us at:

In your request, please specify the materials requested.

6. Communications are Considered to be “in Writing”

All Communications that we send to you will be considered “in writing,” regardless of whether they are in an electronic form or written on paper. Please print or download a copy of this Consent, the Agreement, the Privacy Policy, the Site Terms of Use, your application to open an account, and any other Communication that you consider to be important.

7. Electronic Signatures

You understand and agree that by clicking on the “I Agree”, the “Submit,” or similar button on the Site, you are affirmatively indicating your intent to sign and consent to the relevant document or record, and that the act of clicking shall constitute your signature.

8. Federal Law

You understand and agree that your Consent is being provided in a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act, and that you and BRST both intend that this Act should apply to the fullest extent possible to validate our ability to conduct business by electronic means.

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