Terms of Service | realexapp

Revised as of: May 25, 2018

This Agreement is between REALEX and its affiliates ("REALEX") and the legal entity you represent by signing up for any Service, using the Service, or downloading, installing, or using any Application ("You"). This Agreement governs your use of REALEX services ("Services"), including REALEX paid and FREE Services, the REALEX Website, and REALEX software applications ("Applications"). If You are an individual entering this Agreement on behalf of Your company, You represent and warrant that You have the authority and are competent to do so.

USER LICENSE AND RESTRICTIONS

REALEX grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the REALEX Services and Applications in strict accordance with this Agreement. All rights not expressly granted under this Agreement are retained by REALEX, including no Grant of Intellectual Property Rights. You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, "IP Rights") in the Applications and Services are and shall remain the sole and exclusive property of REALEX and its licensors. You will not take any action to jeopardize, limit, or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. If You are interested in reselling products or services offered by REALEX, You can contact REALEX at contact@realexapp.com.

New Versions of the Software. REALEX, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Applications and Services. You acknowledge and agree that REALEX has no obligation to make available to You any subsequent versions of the Applications or Services. You also agree that You may have to enter into a renewed version of this Agreement if you want to download, install, or use a new version of the Software. In addition, You and REALEX acknowledge that no Third-Party has any obligation whatsoever to furnish maintenance or support services with respect to the Applications or Services and that REALEX is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable law.

SERVICE REGISTRATION PROCEDURES

Upon signing up for the Services and at subsequent times as requested by REALEX, You agree to provide REALEX with Your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer Your REALEX account ("Account") (collectively, "Registration Data"). You represent and warrant that the information You provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If You provide Registration Data that is, or that REALEX suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, REALEX has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services by You, Your business(es), affiliates and all users of Your Account. At all times, You shall maintain and promptly update Registration Data. Upon completion of all Registration Data and acceptance of this Agreement, REALEX will provide You with, as applicable, a password(s), user ID(s), PIN(s), telephone number(s), and other account information. You are solely liable for any transactions or activities by You or anyone else that occur on Your Account. You shall immediately notify REALEX of any unauthorized use of Your Account or if any other breach of security has occurred. In no event shall REALEX be liable for any unauthorized use of Your Account.

In connection with the registration, implementation, maintenance, or servicing of the Services, You will be required to provide data, personally identifiable information or other materials (collectively "Customer Data"). You are solely responsible for collecting, entering and updating the Customer Data. You hereby grant to REALEX a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, license to copy, store, record, transmit, display, view, print, and use Customer Data to the extent necessary to provide, develop and improve the Applications, Services, and Products (collectively “Products”). You agree that we may authorize access to Customer Data and share how you use our services to employees, contractors and agents who need to know the information in order to improve, personalize and provide Products, conduct research for product development, and enhance user experience. REALEX may also share Customer Data as permitted pursuant to REALEX's Privacy Policy, available here, which is incorporated into this Agreement.

CUSTOMER REPRESENTATIONS

You represent and warrant that You possess the legal right, capacity, and ability to enter into this Agreement. You represent and warrant that You have made and will maintain at all times wireless or traditional wireline telephone service that will enable You to call 911 and any other applicable emergency service number. You represent and warrant that You will not use the Applications or Services in environments requiring fail-safe performance or in which the failure of the Applications or Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, user name, contact information, Registered Location(s), and all other information provided in connection with Your REALEX Account are true and correct at all times. You represent and warrant that You will not use the Applications or Services in violation of the Use Policy herein. You agree to be financially responsible for Your use of the Applications or Services, including the authorized or unauthorized use of Your Account. In order to use the Applications or Services, You must have properly configured and working Internet service and/or Public Switched Telephone Network ("PSTN") service (i.e., mobile and/or landline phone service) and hereby agree, at Your sole expense: to (1) obtain access to Your own Internet and/or PSTN service with a third party provider other than REALEX; (2) be responsible for payment of Internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Applications or Services; (3) supply and pay third-party providers for all additional phone service and features required for Your use of the Applications or Services; and (4) pay REALEX for the Applications or Services.

PRODUCT PRICING AND AVAILABILITY

With respect to its advertising, offering, or sale of Applications, Services, or any other products (collectively, "Products"), REALEX attempts to describe its products as accurately as possible. Nevertheless, REALEX does not warrant that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Products (collectively, "Product Information") from its Website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, "Product Materials") is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Product Information may be mispriced, described inaccurately, or that the Product may be unavailable. In the event REALEX determines that a Product is mispriced, described inaccurately, or unavailable, REALEX reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling Your Account or subscription to the Services. You agree to notify REALEX immediately if You become aware of any pricing or descriptive errors or inconsistencies with any Products You order through the Product Materials and comply with any corrective action taken by REALEX. You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of REALEX and shall be Your sole remedy for any Service interruptions or other issues with the Services.

USE POLICIES

Fair Use. REALEX is committed to providing first class customer service and value to users of our Services. In order to provide the best pricing, support and Services available to all of our users, we retain the right to impose limits on your usage of the Services or to terminate the Services if we reasonably believe that your usage, including, but not limited to, the total number of calls you make, SMS messages you send, or minutes you use is not consistent with normal, fair and reasonable use of such Services. Wherever reasonably possible, we will give you written notice before taking any such action, and allow a reasonable period to allow you to modify your use.

Illegal or Inappropriate Behavior. You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with REALEX's ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages REALEX's or other customers' property. If REALEX finds that You are using the Services for anything other than the permitted uses in this Agreement or for any of the prohibited uses in this Agreement, REALEX may at its sole discretion terminate Your Service and charge You any applicable fees for the Services used plus damages caused by Your improper use. Prohibited uses include, but are not limited to: (1) Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another's privacy; (2) Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) ("spamming"), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes; (3) Harvesting or otherwise collecting information about others, including email addresses, without their consent; (4) Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous; (5) Creating a false Caller ID identity ("ID spoofing") or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services; (6) Using any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface; (7) Using the Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without REALEX’s prior written consent; (8) Using the Services to develop or enhance any software, software code, or any derivative works of any software without REALEX’s prior written consent; (9) Using the Services for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes; (10) Violating any U.S. or foreign law regarding the transmission of technical data or software exported through the Services; (11) Utilizing the Services in excess of what, in REALEX's sole discretion, would be expected of normal business use, including without limitation allowing more than one user to use a single VoIP line or using a single VoIP line in excess of what would be expected of a single user; and (12) Using the Services in any way that interferes with other customers' and third parties' use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.

You further understand and agree that:

Your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising). In addition, some of REALEX's Services are offered on an "unlimited" basis. All unlimited Services may only be used for normal business use and exclude international calling to countries other than Canada, which is available for an additional fee. Unlimited Services also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all Services): Trunking or forwarding Your REALEX number to (an)other phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system; Spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail simultaneously); Bulk call-in lines (e.g., customer support or sales call centers not provided by REALEX, "hotlines", 900 numbers, sports-line numbers, etc.); and Auto-dialing or "predictive" dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls). In addition, unusually high usage of the Services may impair REALEX's ability to provide high quality Services to others and/or indicate unauthorized use of the Services, in which case, REALEX may suspend or terminate Your Account or, upon prior notice. REALEX reserves the right to add to, modify or amend this Use Policy at any time for any reason at its sole discretion.

UNSOLICITED ADVERTISEMENTS

The transmission of unsolicited calls, using the Services for broadcasting, and/or transmitting unsolicited fax advertisements is illegal under federal law, including the Federal Telephone Consumer Protection Act of 1991 (http://www.fcc.gov/document/telephone-consumer-protection-act-1991), and under a number of similar state laws. Distribution of unsolicited voicemail, broadcast, and fax advertisements through the Services is prohibited. You shall not use the Services to send or transmit any unsolicited communications or advertisements and understand that, if You do, REALEX may immediately terminate Your right to use the Services without liability of any kind.

At REALEX's sole option and without further notice, REALEX may use technologies and procedures, such as filters, that may terminate such unsolicited advertisements without delivering them. You hereby release and agree to fully, finally, and forever release, hold harmless, and fully indemnify REALEX from and against any damages or liabilities of any kind related to any voicemail, broadcast, and/or fax spam or solicitations that You may send and/or receive using the Services.

If You transmit or are otherwise connected with any transmission of voice, fax, email, or other unsolicited marketing messages using the Services, You agree to pay REALEX its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, You agree to pay REALEX liquidated damages of ten dollars ($10.00) for each unsolicited marketing message transmitted through the Services. You acknowledge that if actual damages cannot be reasonably calculated, these liquidated damages are a reasonable estimation of such damages and are not a penalty.

TAXES, CHARGES, AND FEES

All fees for Services advertised or otherwise listed on the Website are exclusive of any federal, state, local sales, international excise, value-added, and similar taxes or fees and administrative or recovery fees or charges (collectively "Taxes and Fees"). For subscribers of REALEX Paid Services, You agree to pay all Taxes and Fees and/or similar liabilities, however denominated, that may now or hereafter be levied on the Services, which are chargeable to or recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by REALEX, whether or not mandated by law or regulation. Should REALEX pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that REALEX may invoice you or charge Your credit card on file for such payments upon receipt of an invoice and showing of indebtedness to REALEX.

You are responsible for paying all charges for Your Account, including but not limited to toll-free, local, long distance, international, additional feature charges, 411 and operator assisted charges, and directory assistance charges, and for all taxes, surcharges, and fees imposed on you or us as a result of your use of the Service.

FRAUDULENT ACTIVITY OR ERRONEOUS CHARGES

In the event of suspected fraudulent activity or erroneous charges on Your Account, You agree to contact REALEX as soon as possible. In many cases, REALEX can mitigate or correct fraudulent activity or erroneous charges without bank or credit card company intervention. If You suspect fraudulent activity or erroneous charges on Your REALEX Account, please contact REALEX customer support at contact@realexapp.com. When You contact customer support, please have the following information available: (a) Your name, contact information, REALEX Account telephone number in question, and security verification information; (b) the credit card account number associated with the Account; and (c) the total amount in question charged to the Account. If You do not contact REALEX within thirty (30) days after the suspected fraudulent activity or erroneous charges appear on Your Account, You waive Your rights to object to or challenge such activity or charges. Furthermore, if You request that Your bank or credit card company perform a chargeback without first contacting REALEX, and REALEX subsequently determines that the charges at issue are not erroneous, REALEX reserves the right to terminate Your Account immediately and take any available legal action. Notwithstanding the above, You are solely liable for any transactions or activities by You or anyone else that occur on Your Account, and in no event shall REALEX be liable for any unauthorized use of Your Account.

DISCOUNTS

From time to time in its sole discretion, REALEX may offer promotions or discounts. Any promotion or discount codes must be provided to REALEX upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if You do not request such credit at the time of Account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, You agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to REALEX by the disclosure of the promotion and/or discount.

BILLING AND PAYMENT

Unless you are paying for the service pursuant to an invoicing arrangement with REALEX or one of our authorized resellers (“Reseller”), as described in the following paragraphs, any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Your Account for any reason, all unused calling credits and international calling credits shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused calling credits, Additional Credits, Promotional Credits, or international calling credits or of any remaining periods/months on any Service plan.

When You subscribe to Services, You will provide us with a payment method, such as a valid credit card (including proper billing information), and, if applicable, authorize us to collect from Your payment method. Any authorization will remain valid until thirty (30) days after You terminate our authority to charge Your payment method. Upon termination, we will charge You any fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on Your Account is declined or fails for any reason, REALEX will use reasonable efforts to contact You and advise You of the failed billing attempts. Notwithstanding the foregoing, REALEX reserves the right to disconnect Your Service and terminate Your Account if Your credit card on file is declined or fails for any reason, and REALEX reserves the right to continue to attempt charging Your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to REALEX.

Time is of the essence for payment. Therefore, You agree to pay us interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of REALEX's rights to collect the full amount due. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to Your Account.

You must dispute any charges for the Services in writing to REALEX within thirty (30) days of the date of the charge by REALEX. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, You hereby irrevocably waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to contact@realexapp.com.

If you are paying for the Service pursuant to a mutually agreed invoicing arrangement with REALEX, REALEX will invoice you on a periodic basis in accordance with its standard practice. You must pay each invoice within thirty (30) days after the date of the invoice. In the event of late payment, your access to the Service may be suspended or terminated. Further, unpaid fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If you are paying for the Service through a Reseller, all payment related terms (including, but not limited to, pricing, special pricing, discounts, invoicing, billing, payment methods, and late payment charges) will be set forth in your agreement directly with Reseller.

EQUIPMENT RETURN POLICY

You are responsible for all return shipping charges for any hardware returned to REALEX for any reason, including situations in which hardware is covered under warranty. If You have purchased any hardware from us or we have otherwise provided You with any hardware and Your Account is terminated for any reason after the end of any free-trial period and prior to the end of Your first year of service, You hereby authorize us to immediately bill your credit card the appropriate equipment return fees, as set forth below.

If You cancel Your REALEX Service within thirty (30) days from the date of purchase of the hardware, You may (a) keep the hardware and pay the list price minus the actual price paid for the hardware, excluding taxes, or (b) return Your hardware and receive a full refund. No returns are accepted after thirty (30) days from the date of purchase of the hardware. In addition, the following terms and charges apply to hardware returns: You agree to pay all shipping and handling charges related to any hardware returns. All hardware must be fully functional, include all components, manuals, peripheral devices, and all other accessories that were originally shipped with the hardware. At our discretion, we may decline Your return or charge You an additional fee of thirty dollars ($30) for each missing item or for each item that we determine is damaged or not in good working condition. Before returning any hardware that has data in its memory, please transfer all files You wish to retain to another file source. Once the hardware is returned, Your files cannot be recovered and You release us of any liability for any lost, damaged, or destroyed files, data, or other information.

ACCOUNT OWNERSHIP

The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with REALEX. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. REALEX shall not adjudicate ownership-related disputes, or any other internal business dispute. If REALEX is unable to determine the valid owner of the Account, REALEX reserves the right to suspend or terminate the Account and Services.

STORAGE OF USER INFORMATION

REALEX is not obligated to store Your communications logs, voicemails, faxes, emails, or other messages and does so only as a convenience to You. You agree that REALEX has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, emails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that REALEX may establish limits as to the size of communications that REALEX transmits or stores and the duration for which REALEX stores any communications.

RECORDING CONVERSATIONS

Certain REALEX Services provide a function that allows You to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, You are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. REALEX expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify REALEX from and against any damages or liabilities of any kind related to Your recording of any telephone conversations using the Services.

TRANSCRIBING CALLS

Note that the laws applicable to call transcription differs by state, province and country. For some jurisdictions, transcribing recorded calls, recording calls or even transcribing real-time speech over a call or video is prohibited or requires informed consent by some or all parties to the conversation. We recommend you review the relevant laws of your locality or consult with an attorney regarding your specific circumstances.

VOICE-TO-TEXT AND TEXT-TO-VOICE LIMITATIONS

Certain REALEX Services may provide a function that allows voicemails to be converted to text and vice versa. You understand and agree that REALEX's voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT or TTV features. REALEX expressly disclaims all liability with respect to the conversion of voicemails to text or vice versa. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify REALEX from and against any damages or liabilities of any kind related to Your use of VTT or TTV features when using the Services.

SUPPORT AND FEEDBACK

REALEX may provide customer and technical support to You via telephone, chat, forums, FAQ and email for the Services. The types of support provided by REALEX is dependent on the products that You purchased and the number of seats using REALEX in Your organization. The types of support provided by REALEX is determined entirely by REALEX in its sole discretion and may change from time to time. REALEX does not make any representations or guarantees that REALEX will be able to fully resolve any issues reported by You. Except as provided in this section, REALEX has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in Your particular use of the Services.

From time to time, REALEX may send You surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant REALEX, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information You provide to REALEX.

PUBLICITY RIGHTS

You agree that REALEX may identify You as a user of the Services in its business deals; press releases; marketing materials; electronic, printed, and broadcast advertising; newsletters; mailings; tradeshows; other promotional materials; on REALEX's website; or any other third-party website where REALEX or its designated agents may promote the Services. You hereby grant REALEX and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

Non-disparagement. You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages REALEX or the Applications or Services in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, REALEX may terminate Your access to the Applications or Services if You breach the requirements of this section. Copyright Infringement Materials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, review content transmitted, sent, or received using the Applications or Services for purposes of determining copyright infringement. However, REALEX reserves the right to terminate access to its Applications or Services if a user infringes on others' copyrights, and will, in appropriate circumstances, terminate access to the Applications or Services if REALEX determines that a user is a repeat infringer.

OTHER TERMS

Survival. For avoidance of doubt, the provisions of this Agreement relating to intellectual property ownership, customer representations, confidentiality, use policies and restrictions, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, non-disparagement, additional software licenses, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by law.

Force Majeure. REALEX shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond REALEX's reasonable control.

Dispute Resolution and Optional Arbitration. In the event of any dispute, claim, question, or disagreement between You and REALEX ("Dispute"), You and REALEX shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, You and an authorized member of REALEX's legal department (or other representative of REALEX designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither You nor REALEX shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.