TERMS OF SERVICE

1.1 Definition of Claims: “Claim(s)” means any dispute between the Parties and/or their parents, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, shareholders, and/or licensors (who shall be third-party beneficiaries of this arbitration provision) arising out of, related to, or in connection with this Agreement, the Services, or Real Ecom’s representations. 

1.2 Arbitration: You and Real Ecom agree that all Claims must be resolved exclusively through final and binding arbitration, rather than in court. There is no judge or jury in arbitration. One arbitrator will resolve any and all Claims, including any disputes arising out of or related to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that this requirement to arbitrate is void or voidable. The arbitrator's award will be final and binding, and a judgment on the arbitrator’s award may be entered by a court. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, available at www.adr.org. You and Real Ecom agree to begin any arbitration by submitting a Demand for Arbitration to the AAA. This agreement to arbitrate will not preclude any action for injunctive relief in aid of arbitration. 

1.4 Payment of Arbitration Fees: Payment of all arbitration fees will be governed by the AAA's rules. However, if the value of the relief you seek is $10,000 or less, at your request, Real Ecom will pay all arbitration filing fees associated with the arbitration, provided that, if the arbitrator determines that your Claim is frivolous or brought for an improper purpose, you shall reimburse any arbitration fees paid by Real Ecom within 14 days. Any request for payment of fees by Real Ecom should be submitted by mail to the AAA along with the Demand for Arbitration.

1.5 Governing Law and Location: The parties agree that this Contract and any Claims shall be governed by and construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, exclusive of conflict or choice of law rules. The location of the arbitration shall be the county where you reside, provided that either Party may choose to have the arbitration conducted by telephone, video conference, written submissions, or a mutually-agreed location.

2. No Guarantee Regarding Timing or Amount of Any Profits. The amount obtained through each Walmart store varies and depends on a number of factors. While Real Ecom offers the opportunity to utilize the same techniques as Real Ecom’s owners, Real Ecom in no way guarantees that you will have a similar experience or similar results. It may take months or even years before your initial fee is paid back. For more information, please review Real Ecom’s Disclosures and Earnings Statement, which is incorporated herein by reference.

3. Refunds. Provided that you fully comply with all contract terms and all applicable laws, if you do not receive net profits of at least your initial fee in the 18 months following the date after your store ramp up period, you may request a refund in writing of the amount of your initial fee paid minus the net profits received, unless your store has been suspended or terminated, if you lack necessary capital that restricts store growth (i.e., at least $40,000 of credit available 90 days after the store is opened), if you abuse Walmart terms or guidelines, if there is extended “vacation mode” of the store initiated by you, and/or if there is closure of the store or sudden and unforeseen adjustments to the Walmart Marketplace policies.

4. Disclaimers of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, REAL ECOM AND ITS OWNERS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REAL ECOM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES OR THE OPERATION OF ANY WEBSITE OR MATERIALS PROVIDED THROUGH THE SERVICES. REAL ECOM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REAL ECOM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY ASPECT OF THE SERVICES OR MATERIALS. REAL ECOM IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, OR ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECTS, WHETHER HUMAN OR TECHNICAL IN NATURE. REAL ECOM DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO YOUR FAILURE TO KEEP ANY ACCOUNT CREDENTIALS OR OTHER DATA SECURE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTY, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

5. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, REAL ECOM AND ITS OWNERS AND AGENTS WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY THEORY, ARISING OUT OF OR RELATED TO THE SERVICES OR ANY CLAIMS, REGARDLESS OF NOTICE. THESE LIMITATIONS REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. SOME JURISDICTIONS MAY NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

6. Intellectual Property. Real Ecom (or its licensors) owns all right, title, and interest in and to the Services and all related technology and intellectual property and proprietary content, including all related copyrights and trademarks. Subject to this Agreement, Real Ecom grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with the Agreement for your personal use. Real Ecom reserves all rights in its intellectual property and proprietary content.

7. Prohibited Conduct. You will not attempt to modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content that forms part or all of the Services. You will not attempt to reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software employed by Real Ecom. You will not use the Services in a manner that could disable, overburden, damage, or impair the Services. You will not use any robot, spider, or automatic device to access the Services for any reason. You will not introduce any virus or other malware to any Real Ecom website, application, or related servers. You will not attempt to gain access to any aspect of the Services that you are not authorized to access. You will not attempt to resell or sublicense the Services. You will not use the Services to market any goods or services to any consumer or to engage in any commercial activity without prior written permission of Real Ecom. You will not use the Services to engage in any conduct that restricts or inhibits the use of the Services by any other person, or which, as determined by Real Ecom, may harm Real Ecom or other users of the Services or expose them to liability.

8. Indemnification. You agree to defend, indemnify, and hold harmless Real Ecom and its parents, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, shareholders, and licensors, from and against any claims, damages, losses, liabilities, costs, attorney’s fees, and expenses arising out of or related to any third-party claim concerning: (a) your use of the Services; (b) your breach of this Agreement; or (c) your violation of any applicable law. You may not settle any such claim without the written consent of Real Ecom. 

9. Third-Party Content. Real Ecom is not responsible for third-party websites, applications, or content, even if made available through the Service. Real Ecom does not control third parties, and your reliance on any third-party content is entirely at your own risk.

10. Opting Out of Communications. By submitting your contact information through the Services, you expressly agree to be contacted by Real Ecom and its agents for marketing purposes. You may opt out of marketing communications at any time by following the instructions in each communication or contacting us. If you opt out, we may still send you non-promotional communications, such as updates to this Agreement or our Privacy Policy. 

11. Termination and Modification. Real Ecom may change or terminate the Services from time to time without any notice to you. Real Ecom may terminate this Agreement at any time by discontinuing the Services or upon notice to you. Further, Real Ecom may modify the terms of this Agreement at any time by posting a new version via the Services, and you should review the Agreement each time you use the Services. This Agreement may not otherwise be amended except in writing, signed by both Parties. If you do not agree to this Agreement, you must immediately cease using or accessing the Services. Provisions regarding dispute resolution, intellectual property, no guarantees, disclaimers, limits of liability, indemnification, and miscellaneous terms will expressly survive any termination of this Agreement. 

12. Miscellaneous. The Parties are independent contractors, and this Agreement and Services do not create any partnership, joint venture, or agency. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit such Party’s right to enforce such provision at a later time. All waivers by must be in writing to be effective. You may not assign or transfer this Agreement or any rights or obligations without the prior written consent of Real Ecom. Real Ecom may assign its rights and obligations under this Agreement and may engage subcontractors or agents in performing its duties and exercising its rights under this Agreement, without your consent. The Agreement will be binding on and will inure to the benefit of the Parties’ successors and permitted assigns. This Agreement is the entire agreement between you and Real Ecom regarding the subject matter of this Agreement and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and Real Ecom, whether written or verbal, regarding the subject matter of this Agreement. Except as expressly provided otherwise, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. The headings herein are for convenience only and are not part of the Agreement. Real Ecom will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Real Ecom’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemics, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.