Renters Insurance Verification

Last Modified: 10 April 2023 

1. Acceptance of the Terms and Conditions

These Terms and Conditions are entered into by and between Non-Licensed Partner and Permitted Users (“You”) and GuarantR, Inc., d/b/a TheGuarantors ("Company," "we," or "us"). The following terms and conditions (“Terms and Conditions”) govern your access to and use of the Renters Insurance & Compliance Platform, including any content, functionality, and Services offered on or through the platform (the “Platform”). 

Please read the Terms and Conditions carefully before You start to use the Platform. This Agreement is a binding agreement between You and Company. This Agreement governs Your use of the Platform, including any products installed on the Platform, including all upgrades, patches, modified versions, updates, and additional features and functionality to the software, if any, provided to You, and any optional add-on module or packages. If You have any questions concerning the permitted uses of the Platform, You should contact Company for clarification. You shall be responsible for all hardware and/or network connectivity required to access or use the Platform.

You agree to be bound and abide by these Terms and Conditions and our Privacy Policy, found at https://www.theguarantors.com/privacy, incorporated herein by reference. You understand that use of the Product is at Your own risk, and Company does not guarantee accuracy of the information provided. If You do not want to agree to these Terms and Conditions or the Privacy Policy, You must not access or use the Platform or enter into the Renters Insurance & Compliance Platform Master Service Agreement (“the MSA”). 

This Platform is offered and available to users who 18 years of age or older. By using this Platform, You represent and warrant that You are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Platform.

2. Changes to the Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms and Conditions means that You accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on You.

3. The Platform and Intended Use

Company provides this Platform which collects, collates, monitors, processes, and reports to You certain renters insurance policy information (“Compliance Output”) maintained by Tenant through automatic or manual review of Tenants’ insurance policies. You are responsible for determining all Tenant insurance compliance requirements (“Compliance Requirements”) including, but not limited to, amount of coverage, acceptability of coverage, and term of coverage. You consent to the collection of Tenant information on Your behalf and to Company notifying You via the agreed upon method whenever Company’s monitoring indicates that a Tenant’s policy no longer meets Your Compliance Requirements. In no event shall Company be responsible or liable for determining the adequacy of renters insurance coverage or any other Compliance Requirement as set forth by You. This Platform is merely intended to monitor and report Renants’ compliance with Your Compliance Requirements for informational purposes only.

By using this Platform, You represent and warrant that You shall only use the Platform, and the Compliance Output provided by Company to You, for the intended purpose of verifying Compliance Requirement. You shall at all times comply with the license grant and other terms outlined throughout the MSA entered into by You or your employer and Company, including these Terms and Conditions. Company maintains the right to terminate or suspend Your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms and Conditions. 

4. Reliance on Information Provided

The Compliance Output presented on or through the Platform is made available solely for general information purposes. Company does not warrant the accuracy, completeness, or usefulness of the Compliance Output, or that a particular insurance policy exists, is enforceable, or that an individual is compliant with its insurance policy. Any reliance You place on such information is strictly at Your own risk. Use of the Platform does not alleviate Your obligation to independently verify the accuracy and correctness of the information for all Your Tenants. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to Platform, or by anyone who may be informed of any of its contents. The Platform may include content provided by third parties (see Section 10 below), including third-party licensors and services providers. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

5. License Grant

Subject to and conditioned upon Your strict compliance with all terms and conditions, the Renter Insurance & Compliance Platform Master Service Agreement, and any other applicable agreements between the parties, set forth in this Agreement, Company hereby grants to You a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 9(f) of the MSA) license to use the Platform, Services, and Compliance Output during the term of any applicable agreement between the parties solely for Your internal and intended business purposes in connection with its use of the Platform and the Services. This license grant is exercisable solely by and through You. 

Further, subject to all applicable terms and conditions and the provisions of this Agreement, Company hereby grants to individual tenants a non-exclusive, non-sublicensable, non-transferable license to use the Platform and Services for the individual tenant’s individual Compliance Output during the term solely for its limited and intended purposes in connection to the individual tenant’s Compliance Requirement.

6. Restrictions and Prohibited Uses

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Terms and Conditions permit you to use the Platform only as authorized by the Renters Insurance & Compliance Platform Master Service Agreement or herein. You must not reverse engineer, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows: (a) Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials; (b) You may store files that are automatically cached by Your Web browser for display enhancement purposes; and (c) You may print or download one copy of a reasonable number of pages of the Platform for Your own personal, non-commercial use and not for further reproduction, publication, or distribution. You must not: (a) modify copies of any materials from this site; (b) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform; and (c) You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform. If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms and Conditions, Your right to use the Platform will stop immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. 

In addition, You agree not to engage in activities when using the Platform that (i) violate the law, regulation, rule, court verdicts, resolutions or orders, or administrative measures that are legally binding; (ii) may hinder public order or customs; (iii) infringe intellectual property rights, such as copyrights, trademarks and patents, fame, privacy, and all other rights of Company and/or a third party granted by the law or contract; (iv) could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform; (v) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (vi) use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior written consent; (vii) use any device, software, or routine that interferes with the proper working of the Platform; (viii) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (ix) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform; (x) attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; (xi) post or transmit any objectionable content including, but not limited to, violent or sexual expressions, expressions that lead to discrimination by race, national origin, creed, sex, social status, family origin, etc.; (xii) is for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (xiii) could lead to the misrepresentation of the Company and/or a third party, or intentionally spread false information; (xiv) to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (xv) interfere with Company’s servers and/or network systems either related or unrelated to the Platform, such activities that abuse the Platform and/or servers and/or network systems, either related or unrelated to the Platform, by means of BOTs, cheat tools, or other technical measures; (xvi) exchange the right to use the Platform into cash, property or other economic benefits without Company’s authorization; (xvii) use the Platform for sales, marketing, advertisement, soliciting or other commercial purposes or to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; or (xviii) other activities that may be deemed by Company to be inappropriate or that restrict or inhibit anyone’s use or enjoyment of the Platform. Company shall have the sole and exclusive right to determine whether You have engaged in any of these restricted activities and to determine whether this Agreement with You should be terminated.

Further, you shall not (i) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Compliance Output or Platform or (ii) remove any proprietary notices from the Services or Compliance Output or Platform.

7. Proprietary Rights and Reservation of Rights

You hereby acknowledge and agree that: (a) the Platform, any content therein, and copies thereof are the exclusive proprietary technology and materials of Company (and/or Company’s third party licensors, as may be appropriate) and are protected by copyright laws and international treaties as well as other intellectual property laws; (b) Company (and/or Company’s third party licensors, as may be appropriate) shall retain all ownership rights in and to the Platform and any and all patents, copyrights, trade secrets and other proprietary rights relating thereto; (c) the Platform are provided under license, and not sold, to You; (d) You have no right, title, or interest in the Platform under this Agreement, or any other rights thereto other than to access and use the Platform in accordance with the license granted in Section 1 above, and subject to all terms, conditions and restrictions, under this Agreement; (e) Company (and/or Company’s third party licensors, as may be appropriate) reserves and shall retain all rights not expressly granted to You including Company’s entire right, title, and interest in and to the Platform, copies of the Platform, and in all related copyrights, trade secrets, patents, trademarks, service marks, domain names and any other intellectual property and proprietary rights therein or relating thereto, including but not limited to any registrations, applications, renewals, and extensions of such rights, except as expressly granted to You these Terms and Conditions; (f) any unauthorized copies, modifications, translations, adaptations, derivative works, or improvements of the Platform or components thereof shall be exclusively owned by Company, and You hereby (i) assign and shall assign any and all rights, title, and interests in the foregoing to Company, (ii) will promptly sign any other documents necessary to perfect Company’s rights in and to the foregoing, and (iii) expressly waive any rights You may obtain inconsistent with the foregoing through application of law or otherwise; (g) You shall safeguard the Platform (including all copies thereof) from misappropriation, theft, misuse, unauthorized access and unauthorized use and You shall promptly notify Company if You become aware of any such misappropriation, theft, misuse, unauthorized access or unauthorized use and fully cooperate with Company, at Company’s sole expense, in any legal action taken by Licensor to enforce its rights in and to the Platform; (h) You hereby covenant that you will not assert any claim that the Platform, components thereof, modifications or derivative works thereof created by or for Company infringe any intellectual property right owned or controlled by You.

Company hereby acknowledges and agrees that: (a) You own all rights, titles, and interests, including all intellectual property rights, in and to Your data, including tenant information and Compliance Requirements and (b) You hereby grant to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your data and perform all acts with respect to Your data as may be necessary for Company to provide the Services contemplated by the MSA and this Agreement to You.

8. Updates

You agree that Company has no obligation to provide updates to the Platform, which may include upgrades, bug fixes, patches, enhancements and other error corrections and/or new features, maintenance, technical or other support for the Application (collectively, including related documentation, “Updates”), or to continue to provide or enable any particular features or functionality. Company may from time to time, however, in its sole discretion, develop and make Updates available to You. Updates may also modify or delete in their entirety certain features and functionality. You further acknowledge and agree that the Platform or portions thereof may not properly operate should You fail to have such Updates installed, and that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.

9. Trademarks

The Company name, the terms “theguarantors,” “guaranti,” and “securti,”, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners. 

10. Third Party Materials or Services

The Platform may include software, content, data or other materials, including related documentation, that are owned by persons other than Company and that are provided to You on terms/obligations that are in addition to and/or different from those contained in this Agreement. Specifically, by using certain features in the Platform, You will be utilizing the services of Covie, a third-party service provider of Company. Covie is a software provider whose offerings assist with the functionality and verification offerings used in Company’s Platform. By using our Platform, you are bound by Covie’s Privacy Policy and any other applicable terms, which are incorporated by reference herein. Company does not warrant or guarantee the Covie services. We have no control over Covie or its services and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to use our Platform and the Covie services, You do so entirely at Your own risk and subject to Covie’s applicable terms and conditions of use. 

11. Collection and Use of Your Information 

You acknowledge that You are authorizing Tenants to access or use the Platform and that Company will collect certain information from Tenants. You are responsible for the accuracy, viability, and legitimacy of all information uploaded by You or Tenants in the Platform. You are responsible for obtaining all necessary consents or authorizations from Tenants for use of the Platform. All information we collect through or in connection with this Platform is subject to our Privacy Policy. By accessing, using and providing information to or through this Platform, You consent to all actions taken by us with respect to Your information or Tenants’ information in compliance with the Privacy Policy. Specifically, You permit Company to collect, retain, and use the information Tenants provide or as obtained via Covie to provide the Services outlined in the MSA. Company will process information necessary to provide the Services. Company retains the right to use the information collected through its Platform or Covie for internal business purposes and offering renter insurance products, including but not limited to Platform improvements. 

If You or any Permitted User sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company or Company’s products or services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assigns to Company on Your behalf, and on behalf of Your employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

12. Updating Compliance Requirements

You are obligated to notify Company promptly if You have a change in Tenants or You wish to change Your Compliance Requirements for rental insurance, including but not limited to policy terms or coverage amounts. You assume all liability that results from failure to notify Company of any change in such requirements, including but not limited to, failure of Tenants to maintain adequate insurance coverage. 

13. Enforcement

You hereby agree that any use of the Platform beyond the scope of this Agreement or other violation of the intellectual property rights of Company, shall constitute an infringement and that Company shall be entitled to preliminary and permanent injunctive relief enjoining and restraining further use of the Platform or violation of Company rights. You hereby consent to the issuance of such preliminary and permanent injunctive relief without the necessity for Company to prove irreparable harm and without the requirement that Company post a bond.

14. Disclaimer of Warranties

You understand that Company cannot and does not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR MOBILE DEVICE, PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PLATFORMS, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS IS AT YOUR OWN RISK. THE PLATFORMS, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORMS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORMS, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORMS OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, OR APPLICATION.  

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE MSA, ALL SERVICES ARE PROVIDED “AS-IS” AND NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF, ANY SERVICE, REPRESENTATIVE SERVICES OR OTHER DELIVERABLES PROVIDED HEREUNDER.  FURTHER COMPANY DOES NOT REPRESENT OR WARRANT THAT ALL SERVICES AFOREMENTIONED WILL BE UNINTERRUPTED OR ERROR-FREE, COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHER LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE. FURTHER, TG STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORMS, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORMS OR SUCH OTHER WEBSITES OR APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PRODUCT LIABILITY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICES OFFERED IN ACCORDANCE WITH THE MSA, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OFFERED IN ACCORDANCE WITH THE MSA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORMS, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORMS OR SUCH OTHER WEBSITES OR APPLICATIONS EXCEED $100. 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

To extent permitted by law, You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms and Conditions (ii) Your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; and/or (iii) Your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities.  You will cooperate as fully required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not in any event settle any claim without the prior written consent of Company. This Section shall survive the expiration or termination of this Agreement.

17. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18. Geographic Restrictions

We are based in the State of New York in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If You access the Platform from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.

19. Entire Agreement

This Agreement, together with the MSA and any associated exhibits and Scope of Services, constitutes the entire agreement between the parties with respect to the Platform (as defined herein), sets forth Company’s entire liability and Your exclusive remedy with respect to the Platform, and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Platform. You acknowledge that this Agreement is a complete statement of the agreement between You and Company with respect to the Platform and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Platform. 

20. Headings

Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

21. Waiver and Modification

No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted.

22. Assignment

You may not assign this Agreement or any right under or interest in this Agreement or delegate any obligations under this Agreement without the prior written approval of Company.

23. Severability

If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.

24. Representations

You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet Your obligations hereunder, as well as comply with any and all laws, regulations and policies that may apply to the use of the Platform.

25. Governing Law; Mandatory Arbitration; Consent to Jurisdiction

This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this provision to arbitrate shall be determined by arbitration in the State of New York.  The arbitration shall be confidential, to extent permitted by law, and administered by a mutually agreed upon arbitration service provider, pursuant to that arbitration service provider’s rules and procedures, or to the extent an arbitration service provider cannot be mutually agreed to, it shall be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect.  Judgment on the Award, if any, may be entered in any court having jurisdiction and/or in a court of competent jurisdiction.  This provision may be waived only upon written stipulation between the parties. To extent Parties waive mandatory arbitration, pursuant to this Section 25, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the State and Federal courts located in New York, New York, for any action, litigation or proceeding arising from or relating to this Agreement.