Listing Policy
Listing Policies
1. Policies
a. General Policies: Advertiser shall use the Basobaas Nepal Ads subject to the Basobaas Nepal Advertising Content and Image Guidelines, the Basobaas Nepal Privacy Policy, the Terms of Use, and other policies and requirements published by Basobaas Nepal from time to time (collectively, "Policies"). The Policies are incorporated by reference herein and Basobaas Nepal may modify the Policies at any time. To the extent there is an inconsistency between a term in this Agreement and a term in the Policies, the term in this Agreement will govern. Basobaas Nepal reserves the right to refuse any Ad for any reason and to discontinue displaying any Ad and/or terminate an Ad Order in the event that Advertiser violates the Policies or this Agreement.
b. Code of Conduct: Basobaas Nepal believes that all people deserve to be treated equally and with respect, regardless of their race, ethnicity, nationality, class, religion, belief, sex, language, sexual orientation, gender identity, age, health or other status. Basobaas Nepal chooses to work with professionals who both share these values and embody them in their interactions with consumers, Basobaas Nepal employees, and other professionals. In the event Basobaas Nepal determines that Advertiser is not upholding these values, Basobaas Nepal may take action to ensure the integrity of the Services, including terminating Advertiser’s Ad program. Basobaas Nepal may also terminate an Advertiser’s Ad program in the event the Advertiser is charged with or convicted of a crime, or Basobaas Nepal otherwise believes Advertiser's participation on the Basobaas Nepal platform could harm the reputation and/or good standing of the services offered by Basobaas Nepal
2. Ad Programs
a. Display: Basobaas Nepal shall, for a period of time as indicated in the corresponding Ad Order (the "Term"), display an Ad including the Ad Materials (as defined in Section 3.a) on www.Basobaas Nepal.com, www.trulia.com, www.streeteasy.com, the corresponding applications and/or other URLs controlled by Basobaas Nepal (the "Basobaas Nepal Sites"), and on websites and applications owned or operated by Basobaas Nepal 's authorized licensees (the "Licensee Sites"), as applicable. Basobaas Nepal shall display Premier Agent Ads on pages for areas located in, and within close proximity to, the ZIP code designated by Advertiser, and/or on other pages on the Basobaas Nepal Sites or the Licensee Sites served to users who have visited pages for those ZIP codes. Basobaas Nepal shall display Featured Listing Ads to users whose search queries relate to the advertised property. The order process may include a prediction of how many times the Ads will be viewed during the Term and/or how many leads Advertiser will receive but Basobaas Nepal cannot guarantee the number of views or leads for Ads. Advertiser understands that users of the Basobaas Nepal Sites and Licensee Sites, automated computers, third parties, and Basobaas Nepal itself may generate views, impressions or clicks on Advertiser's ads for proper or improper purposes. Basobaas Nepal has priced the Ads with this risk in mind, and Advertiser accepts this risk in purchasing an Ad.
b. Premier Agent Display Advertising: Premier Agent display advertising is provided under a market-based pricing model and Basobaas Nepal does not guarantee that any number of impressions will be delivered. Advertiser understands and agrees that the number of impressions Basobaas Nepal delivers to Advertiser and Advertiser’s price per impression in a Zip code may be subject to frequent changes and may vary widely depending on the number of impressions available in that Zip code, the number of other advertisers purchasing advertising in that Zip code and the budgets set by such other advertisers. In Zip codes subject to Lead Pacing, the distribution of contacts from users who do not select a specific Advertiser (each, an "Unassigned Contract") will be based on each Advertiser's budget and the number of contacts received by the Advertiser in the Zip code during the current month. In Zip codes subject to the new version of Premier Agent, the Concierge service will be turned on for all Advertisers, and Unassigned Contacts will be distributed solely by phone via Concierge. For clarity, an Advertiser must answer their phone to receive an Unassigned Contact; if an Advertiser does not answer any calls from Concierge, the Advertiser would not receive any Unassigned Contacts. Under the new version of Premier Agent, all contacts will be routed through a Concierge (except during downtime) and Advertiser may not opt-out of Concierge. Contact your business consultant for details on which Zip codes are subject to Lead Pacing and/or the new version of Premier Agent. Current details on Advertiser’s advertising package are available on Advertiser’s My Ads page and it is Advertiser’s responsibility to monitor this page. Advertiser may update his/her monthly budget by Zip code at any time via Advertiser's My Ads page, however, Advertiser may be subject to certain penalties if his/her budget drops below a certain amount, as provided in Advertiser’s Ad Order. If an increase to Advertiser’s budget takes place during a monthly billing period, the update will be effective immediately and the amount owed by Advertiser for such period will be prorated: Advertiser will be charged an additional amount to cover the increase. If a decrease to Advertiser’s budget takes place during a monthly billing period, the update may not go into effect until the following monthly billing period. For the sake of clarity, Advertiser's budget(s) and other selections relating to advertising are not considered Personal Information under the Basobaas Nepal Privacy Policy and may be displayed or otherwise disclosed. Advertiser understands and agrees that the number of impressions delivered and contacts received, and the price per impression provided in Advertiser's invoices or otherwise constitute Basobaas Nepal’s confidential information that is provided solely for Advertiser's personal use and Advertiser will not disclose such information except as reasonably required by Advertiser’s broker or for legal or accounting purposes. Advertiser further understands and agrees that all pricing and lead information displayed within the Premier Agent platform constitutes Basobaas Nepal's confidential information and is provided for the sole purpose of facilitating Advertiser's personal Ad purchasing decisions. Any use of the pricing, impressions or contact/lead information other than as explicitly permitted herein, including, without limitation, the provision of such information to any third party (in any form or format whatsoever; aggregated or otherwise) is strictly prohibited and may result in Basobaas Nepal immediately terminating Advertiser's Ads and banning Advertiser from the Basobaas Nepal websites and other properties, as well as exercising all rights and remedies available to Basobaas Nepal , all of which are hereby expressly reserved.
c. Premier Agent Websites: If an Advertiser who purchases an applicable Premier Agent Ad subscription opts to create a Premier Agent website (a "Premier Agent Website"), Advertiser must additionally comply with: (i) the registration agreement accepted by Advertiser upon Advertiser's acquisition of a domain name and creation of a Premier Agent Website (the "Registration Agreement"), (ii) any updates to the Registration Agreement and any additional agreements, each as posted at http://www.opensrs.com/site/resources/agreements, and (iii) all other applicable laws, rules or regulations. Advertiser understands and agrees that the template provided with the Premier Agent Website is and will remain the property of Basobaas Nepal . Advertiser further understands that any amounts paid by Advertiser for the Premier Agent Website are strictly to cover Basobaas Nepal hosting the Premier Agent Website; use of the template is complementary and is included as part of Advertiser's subscription. Between Basobaas Nepal and Advertiser, Advertiser is responsible for all content posted on Advertiser's Premier Agent Website (the "Website Content") and Advertiser represents and warrants that the Website Content will not violate any third party rights, nor include any discriminatory, abusive, obscene, threatening, libelous or illegal material. Advertiser may not use a domain name that includes any Basobaas Nepal trademark (including, but not limited to, Basobaas Nepal and Basobaas Nepal.com) for Advertiser's Premier Agent Website. Basobaas Nepal may suspend an Advertiser's use of Advertiser's Premier Agent Website at any time in the event of a breach of this Agreement. In the event that an Advertiser's Premier Agent Ad subscription is terminated, all content on the Advertiser's Premier Agent Website will be deleted immediately and Advertiser will be responsible for any payments and additional steps required to maintain Advertiser's domain name. Basobaas Nepal will not be responsible for Advertiser's loss of any Website Content, the domain name or any losses resulting therefrom.
d. Agent and Lender Co-Marketing: Advertisers who participate in the Co-Marketing program understand and agree that the relationship between the real estate agent and the lender in such program is strictly limited to a co-marketing arrangement under which the lender pays Basobaas Nepal to appear in the Advertiser's Ads on the Basobaas Nepal Sites. The Advertiser will be responsible for any amounts not paid by a lender (or lenders) for the Advertiser's Ads. In the event that a co-marketing lender does not pay the amount billed by Basobaas Nepal , Basobaas Nepal will charge the corresponding Advertiser the outstanding amount due on their Premier Agent Ad Order. Advertisers agree that Basobaas Nepal may disclose Advertiser's monthly spend to any lending entity or individual lender with whom Advertiser is co-marketing for the sole purpose of confirming compliance with legal requirements. Advertisers agree that Basobaas Nepal may disclose Advertiser's monthly spend to any lending entity or individual lender with whom Advertiser is co-marketing for the purpose of confirming compliance with legal requirements.
e. Listing Ad Updates: Basobaas Nepal may send an email to Advertiser, asking Advertiser to confirm the continued currency and accuracy of a Featured or Standard Listing Ad or a Video Ad. If Advertiser does not respond to the update request within the time frame specified, Basobaas Nepal may remove the Featured or Standard Listing Ad or Video Ad from the Basobaas Nepal Sites without refunding any prepaid amounts to Advertiser. Advertiser may reinstate the Featured or Standard Listing Ad or Video Ad, or revise it with different content, at any time during the remainder of the Term of the Featured or Standard Listing Ad or Video Ad.
f. Special Offer Listings: If Advertiser opts to add a Special Offer to a listing, Advertiser must additionally comply with the Basobaas Nepal Special Offer Terms and Conditions, accepted by Advertiser upon Advertiser's addition of a Basobaas Nepal Special Offer to a listing.
3. Ad Materials; Advertiser Information
a. License in Ad Materials and Advertiser Information: Advertiser hereby grants to Basobaas Nepal a royalty-free, perpetual, nonexclusive, fully sublicenseable right and license to reproduce, modify, display, distribute, publicly perform, create derivative works from, store, and otherwise use and exploit, all Ad Materials in any form, media, software or technology of any kind to be used only on or in connection with Services. For purposes of this Agreement, "Ad Materials" includes all data and other information provided by Advertiser to Basobaas Nepal , in any form, including without limitation: (i) the property listings for properties that Advertiser provides to Basobaas Nepal and all corresponding materials ("Listings") and any other materials submitted to Basobaas Nepal by Advertiser for inclusion in an Ad, including, without limitation, photos, videos, information, URLs, and other content, whether generated by or for Advertiser; and (ii) the web sites and landing pages to which Ad Materials link or direct users, and the advertised properties and services on such pages. Advertiser additionally grants Basobaas Nepal the right to create derivative works of information and data about Advertiser that Advertiser submits to the Services (including, without limitation, via the Premier Agent CRM) and to reproduce, distribute and otherwise exploit such derivative works, so long as Advertiser is not identified or identifiable as the source of specific information. For clarity, Basobaas Nepal owns all right, title and interest in all data that Basobaas Nepal collects about Advertiser’s use of the Services and user interaction with Ads, leads and pricing, as well as any derivative works created pursuant to the prior sentence.
b. Advertiser Responsible for Ad Materials: Advertiser is solely responsible for all Ad Materials submitted to Basobaas Nepal and represents to Basobaas Nepal that Advertiser is authorized to act on behalf of and has bound to the terms of this Agreement any third party for which Advertiser places Ads. Advertiser is responsible for promptly updating Advertiser’s Listings and other Ad Materials to ensure that all Ad Materials are current and accurate. Advertiser represents and warrants to Basobaas Nepal that it holds all rights (including, without limitation, any copyright, trademark, patent, publicity or other rights) in the Ad Materials necessary for Basobaas Nepal to exercise its rights under the license granted in Section 3(a). Advertiser agrees not to include in the screen or profile names that are displayed in an Ad any language other than the Advertiser's first and last name and/or the name of Advertiser's business. Advertiser further represents and warrants to Basobaas Nepal that: (A) all Advertiser information provided in connection with Advertiser's account and any Ad Order is complete, correct and current; (B) the Ad Materials comply with all policies designed to ensure compliance with civil rights and anti-discrimination laws, including, without limitation, the Fair Housing Act, Americans with Disabilities Act, and the Equal Credit Opportunity Act, to the extent such laws are applicable to Advertiser; (C) the Ad Materials do not indicate any discrimination on the basis of race, color, religion, sex, handicap, familial status or national origin; and (D) none of the Ad Materials will violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property rights). Violation of the foregoing may result in immediate termination of Advertiser’s Ad Order (s) and/or Advertiser's account without notice, without limiting any other remedies available to Basobaas Nepal
c. Non-compliant Ad Materials: Basobaas Nepal does not review Ad Materials prior to display, but Basobaas Nepal reserves the right to remove an Ad upon finding an error, violation of the Policies or this Agreement, or for any other reason. Basobaas Nepal may send a notice to Advertiser, requiring that Advertiser modify the Ad Materials and if Advertiser does not respond to the update request within the time frame specified and modify the Ad Materials to comply with the notice, Basobaas Nepal may discontinue displaying the Ad Materials without refunding any prepaid amounts to Advertiser. Advertiser may reinstate the Ad Materials, or revise them with different content, at any time during the remainder of the term indicated in the Agreement. Basobaas Nepal has the right, but not the obligation, to modify the Ad Materials for format, spelling, or other matters of presentation, or to comply with the Policies and this Agreement.
4. Termination
a. Nonrefundable: All Ad purchases are non-refundable.
b. Term: Premier Agent, Featured Listing, and Standard Listing Ads run for the Term indicated in the corresponding Ad Order. A Premier Agent Ad Order placed via Advertiser's My Ads page is subject to a one month Term, which will auto-renew each month until the Ad Order is updated or terminated by Advertiser or Basobaas Nepal . Unless otherwise provided in the Ad Order, after the initial Term and/or any renewal Term of a Premier Agent Ad Order placed via a Basobaas Nepal business consultant, Advertiser will continue to be charged for the advertising set forth on Advertiser’s My Ads page (which will serve as the Ad Order going forward), subject to a one month Term, which will auto-renew each month until the Ad Order is updated or terminated by Advertiser or Basobaas Nepal . Advertiser may terminate an Ad Order by contacting Advertiser's Basobaas Nepal business consultant or, if Advertiser does not have a business consultant, by calling Basobaas Nepal at 1.888.661.3159.
c. No Refund; Fee for Early Termination: Basobaas Nepal may, in its sole discretion, change the price to be paid by an Advertiser for such Premier Agent, or Featured Listing Ad, effective as of the beginning of any monthly renewal term. Upon providing notice to Basobaas Nepal , Advertiser may terminate a Premier Agent Ad, Featured Listing Ad, or Standard Listing Ad before the end of the Term, however: (A) prepaid amounts are not refundable; (B) )Advertiser will be billed the full amount for the then current Term (including, without limitation, a one month Term); and (C) Basobaas Nepal may additionally charge Advertiser's credit card a cancellation fee equal to twice Advertiser's monthly payment for the terminated Ad Order. Note that an Ad Order that includes the display of Ads on both Basobaas Nepal Sites and Licensee Sites is considered a single Ad and cannot be terminated separately.
d. Upgrades/Downgrades: Advertisers who purchased a Premier Agent Ad subscription other than Platinum may upgrade their subscription at any time, subject to availability and then current pricing.
e. Restart: In the event Advertiser or Basobaas Nepal discontinues the display of Advertiser's Ads, Advertiser is responsible for restarting the display, which may require a modification to the Ad Materials. Ads terminated online will cease serving shortly after the action was taken to terminate the Ad.
f. Survival; Fee for Early Termination: Basobaas Nepal reserves the right to update, suspend or discontinue any Ad program and/or the terms of this Agreement at any time. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 will survive any termination of this Agreement.
5. Prohibited Uses
Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions for Advertiser's own Ad or any other advertisements on the Basobaas Nepal Sites or the Licensee Sites; (b) use any automated means of scraping or data extraction to collect Basobaas Nepal advertising related information from any Basobaas Nepal Site or Licensee Site except as expressly permitted by Basobaas Nepal in writing; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice.
6. Disclaimer and Limitation of Liability
Basobaas Nepal PROVIDES THE ADS PROGRAMS "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH ADVERTISER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Basobaas Nepal AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. Basobaas Nepal , ITS LICENSEES, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. Without limitation, Basobaas Nepal disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) availability and delivery of any impressions or Ad Materials on any Basobaas Nepal Site or Licensee Site, or section thereof; (ii) click through rate; (iii) click throughs; (iv) conversions or other results for any ads; or (v) the adjacency or position of Ads on the Basobaas Nepal Site(s) or the Licensee Site(s). EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND ADVERTISER'S BREACHES OF SECTION 1 AND SECTION 3.B, TO THE FULLEST EXTENT PERMITTED BY LAW: (y) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO ADVERTISER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (z) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO Basobaas Nepal BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
7. Payment
Advertiser shall be responsible for all charges as provided via Advertiser's account, and shall pay all charges in U.S. Dollars. For purchases directly from Basobaas Nepal , charges are made against Advertiser's credit card at the time of purchase and on a monthly basis for ongoing Ads programs. In the event Advertiser fails to pay, unpaid amounts will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). Charges are exclusive of applicable taxes. Advertiser is responsible for paying (a) all taxes, government charges, and (b) reasonable expenses (including collection agency and attorneys' fees) Basobaas Nepal incurs in collecting unpaid amounts. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including any claims for charges based on suspected invalid clicks) unless claimed within sixty (60) days after the charge (without prejudice to Advertiser's credit card issuer rights). Charges are based solely on Basobaas Nepal 's measurements for the Ads program. To the fullest extent permitted by law, refunds (if any) are at the sole discretion of Basobaas Nepal . Nothing in this Agreement may obligate Basobaas Nepal to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Basobaas Nepal may be shared by Basobaas Nepal with companies who work on Basobaas Nepal 's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Basobaas Nepal and servicing Advertiser's account. Basobaas Nepal may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Basobaas Nepal shall not be liable for any use or disclosure of such information by such third parties.
8. Changes to Terms of the Agreement and or the Ads Programs.
Basobaas Nepal may change the terms of this Agreement at any time upon notice and without liability. Basobaas Nepal may give notice as described in Section 11 below, or Basobaas Nepal may give notice by updating the terms on the web page located at http://www.Basobaas Nepal.com/corp/SATerms.htm. Basobaas Nepal further reserves the right to change or discontinue any or all of the Ads programs at any time with or without notice.
9. Indemnification
Advertiser shall indemnify and defend Basobaas Nepal , its authorized licensees, suppliers, agents, affiliates, and licensors from any third party claim or liability arising out of: (i) Ad Materials, (ii) Advertiser's violation of federal, state, local or any other laws or regulations; and (iii) Advertiser's breach of this Agreement or any other applicable terms and conditions, including but not limited to the Basobaas Nepal Terms of Use.
10. Consent to Receive Communications
Advertiser agrees that Basobaas Nepal , or a third party acting on behalf of Basobaas Nepal , may email, call and/or send text messages to the email address and telephone number(s) provided by Advertiser, including calls and text messages using an automatic telephone dialing system and/or an artificial or prerecorded voice ("Other Messages"). Advertiser further agrees that such emails, calls and/or text messages may constitute advertising or telemarketing, e.g. Basobaas Nepal may email, call, or text with information about new service offerings available to Advertiser. Advertiser understands that agreeing to receive Other Messages that constitute advertising or telemarketing is not a condition to purchase.
11. Dispute Resolution
a. Binding Arbitration: If you reside in the United States, you and Basobaas Nepal agree to resolve any claims relating to these this Agreement or the Ads (collectively, "Disputes") through final and binding arbitration, except as otherwise specifically provided herein.
b. Waiver of Class Action: You acknowledge and agree that you and Basobaas Nepal are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Basobaas Nepal otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement.
c. Arbitration Rules and Governing Law: This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (the "FAA") governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1–800–778–7879.) If the FAA and AAA Rules are found not to apply to any Dispute hereunder, or the enforcement thereof, then that issue shall be resolved under the laws of the State of Washington without giving effect without giving effect to its conflict of laws provisions.
d. Notice; Informal Dispute Resolution: A party who intends to seek arbitration must first send written notice to the other party by certified mail. Notice to Basobaas Nepal , should be sent to 1301 Second Ave., Floor 31, Seattle, WA 98101, with a copy to the Legal Department. Your notice must include (a) your name, postal address, telephone number, email address, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Basobaas Nepal ’s notice to you will be sent electronically to the email address Basobaas Nepal has on file associated with your Basobaas Nepal account, and will include (a) Basobaas Nepal ’s name, postal address, telephone number and an email address at which Basobaas Nepal can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that Basobaas Nepal is seeking.
If you and Basobaas Nepal cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Basobaas Nepal may, as appropriate and in accordance with this Agreement, commence an arbitration proceeding.
e. Arbitration Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Washington and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
f. Arbitration Location and Procedure: Unless you and Basobaas Nepal agree otherwise, the arbitration will be conducted in King County, Washington and the state and federal courts located in King County, Washington shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. If the Dispute does not exceed $10,000, you or Basobaas Nepal may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Basobaas Nepal subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Basobaas Nepal may attend by telephone, unless the arbitrator requires otherwise. If the Dispute exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
g. Arbitrator’s Decision: The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the "Liability Limitation; Exclusive Remedy" section as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party shall be entitled to an award of reasonable attorney fees.
h. Fees: Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
i. Changes: Notwithstanding the provisions of the "Changes; Discontinuance" section, if Basobaas Nepal changes this "Dispute Resolution" section after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending Basobaas Nepal written notice (including by email) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Basobaas Nepal ’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will resolve any Dispute between you and Basobaas Nepal in accordance with the provisions of this "Dispute Resolution" section as of the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement).
j. Exceptions to Agreement to Arbitrate: Either party may bring a lawsuit solely for 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 without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in King County, Washington to resolve your claim.
12. Miscellaneous
Except as preempted by the FAA, this Agreement is governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. Each party agrees to submit to exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington for any actions for which the parties retain the right to seek injunctive or other equitable relief. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses. This Agreement, including the corresponding Ad Order(s), constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Advertiser may grant approvals, permissions, extensions and consents by email, but any modifications by Advertiser to the Agreement must be agreed upon in a writing executed by both parties. Any notices to Basobaas Nepal must be sent to Basobaas Nepal Inc., Pro Services Agreement, 1301 Second Ave., Floor 31, Seattle, WA 98101, with a copy to Legal Department, via registered mail with return receipt or air mail or overnight courier, and are deemed given upon receipt. Notice to Advertiser may be effected by sending an email to the email address specified in Advertiser's account, or by posting a message to Advertiser's account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for a message). A waiver of any default is not a waiver of any subsequent default. Subject to Section 11, unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Advertiser may not assign any of its rights hereunder and any such attempt is void. Basobaas Nepal and Advertiser are independent contractors, not legal partners or agents. In the event that this Agreement or the applicable Ads program is terminated, Basobaas Nepal shall not be obligated to return any materials to Advertiser.