BVAS.Pro , LLC Terms of Service (TOS)

Version: V260216
BVAS.Pro, LLC – Confidential – V260216

1. Acceptance of Agreement

These Terms of Service (“Terms”) govern the provision of services by BVAS.Pro, LLC (“BVAS,” “Company,” “we,” or “us”) to the subscribing client (“Client,” “you,” or “your”). By executing a Subscription Agreement, Statement of Work, or otherwise engaging BVAS services, Client agrees to be bound by these Terms.

These Terms, together with any Subscription Agreement, Service Level Agreement (if applicable), Privacy Policy, and any written addenda, constitute the entire agreement between the parties (collectively, the “Agreement”).

2. Nature of Services

BVAS provides technology implementation, workflow configuration, CRM and IDX deployment support, telecommunications routing configuration, cloud document organization support, back-office administrative coordination, and related operational assistance (the “Services”).

BVAS provides administrative and systems support only.

BVAS does not:

  • Act as a brokerage;
  • Serve as a supervising broker;
  • Provide legal advice;
  • Act as an MLS participant;
  • Provide regulatory or compliance oversight;
  • Supervise licensed real estate activity.

Client retains full responsibility for regulatory compliance, brokerage supervision, licensing requirements, MLS participation, advertising compliance, and professional conduct.

3. Administrative Platform Access

In order to deliver Services, Client may grant BVAS administrative access to third-party platforms (including CRM systems, IDX systems, back-office platforms, VoIP systems, and cloud storage platforms).

Such access is limited to:

  • Configuration;
  • Deployment;
  • Workflow optimization;
  • Technical troubleshooting;
  • Integration support.

Client retains ultimate ownership and control of all third-party platforms and remains solely responsible for all activities conducted within those systems.

4. Telecommunications & Messaging Disclaimer

BVAS may configure telecommunications routing integrations, including VoIP forwarding, IVR routing, queue configuration, and CRM-connected calling structures.

BVAS does not:

  • Operate predictive dialers;
  • Initiate outbound marketing campaigns;
  • Send bulk SMS communications independently;
  • Act as the originator of Client marketing communications.

Client is solely responsible for compliance with all telecommunications and marketing laws, including but not limited to:

  • The Telephone Consumer Protection Act (TCPA);
  • CAN-SPAM Act;
  • A2P/10DLC registration requirements;
  • State and federal call recording laws;
  • Advertising and solicitation regulations.

Client acknowledges that all marketing communications initiated through configured platforms are initiated by Client and not BVAS.

5. Service Interruptions & Exclusive Remedy

Client acknowledges that Services may experience temporary interruptions, delays, or performance limitations due to:

  • Third-party platform dependencies;
  • Internet connectivity issues;
  • Telecommunications carrier limitations;
  • Scheduled maintenance;
  • Force majeure events.

In the event of a verified and material service interruption directly and solely caused by BVAS’s failure to perform under this Agreement, Client’s sole and exclusive remedy shall be a prorated service credit.

Service credits:

  • Shall be calculated based on the actual period of verified downtime;
  • Shall apply only to the affected Service component;
  • Shall not exceed the monthly subscription fee for the affected Service;
  • Shall be issued as account credit only;
  • Shall not be redeemable for cash;
  • Must be requested in writing within thirty (30) days of the event;
  • Shall expire ninety (90) days after issuance if unused.

BVAS shall not be required to refund fees for Services already rendered.

6. Material Breach Threshold

No claim related to service interruption may be brought unless the alleged failure results in a material disruption lasting more than twenty-four (24) consecutive hours and is directly attributable to BVAS’s gross negligence or willful misconduct.

7. Limitation of Liability

To the maximum extent permitted by law, BVAS’s total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client during the one (1) month immediately preceding the event giving rise to the claim.

In no event shall BVAS be liable for:

  • Lost profits;
  • Lost commissions;
  • Lost business opportunities;
  • Regulatory fines or penalties;
  • Indirect damages;
  • Incidental damages;
  • Consequential damages;
  • Special damages;
  • Punitive damages;
  • Reputational harm.

The parties acknowledge that the pricing of Services reflects this allocation of risk.

8. No Setoff

Client shall not withhold, offset, or reduce any fees owed under this Agreement due to any alleged dispute, service interruption, or claim.

9. Indemnification

Client shall defend, indemnify, and hold harmless BVAS, its officers, employees, contractors, and affiliates from and against any claims, damages, penalties, fines, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

  • Client’s violation of MLS rules;
  • Client’s brokerage or licensing violations;
  • Client’s telecommunications practices;
  • Client’s advertising or marketing activities;
  • Client Data;
  • Client’s professional conduct.

BVAS shall not be responsible for regulatory fines or penalties imposed upon Client.

10. Force Majeure

BVAS shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, internet outages, third-party platform outages, carrier restrictions, government actions, cyberattacks not caused by BVAS’s gross negligence, labor disputes, or similar events.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

 

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