These Terms of Service (these “Terms” or the “Agreement”) describe terms of service of Agency (“Agency,” “we,” “us,” or “our”) and Yardi Systems, Inc. (“Yardi”) with respect to persons or entities who access the Agency’s Mortgage Relief website (collectively, the “Site”), including without limitation applicants for mortgage assistance, homeowners, homeowner representatives, mortgage lenders, and non-profits affiliated with Agency (collectively, with all persons or entities who access the Site, “Users,” “you,” or “your”).
This Site uses the Mortgage Relief technology platform, which is owned and operated by Yardi Systems, Inc. (collectively, with its subsidiaries and affiliates, “Yardi”), to administer Agency’s mortgage assistance program (the “Services”).
IMPORTANT – PLEASE READ CAREFULLY. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND US. THIS AGREEMENT ALONG WITH ANY OTHER TERMS THAT MAY BE POSTED ON THE SITE WITH RESPECT TO MORTGAGE RELIEF SOFTWARE PORTAL AND SERVICES, AND ANY OTHER WRITTEN AGREEMENTS OR CONTRACTS BETWEEN YOU AND US THAT INCORPORATE THESE TERMS BY REFERENCE, SET FORTH THE COMPLETE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS AND USE THE SITE AND THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR THE SERVICES.
1. YOUR ACCEPTANCE. We are pleased to provide the Site and the Services conditioned upon your acceptance, and we hope that you will find the Site informative and useful. BY USING THE SITE, YOU EXPRESSLY ACCEPT AND CONSENT TO THESE TERMS WITHOUT QUALIFICATION. YARDI AND/OR AGENCY MAY AMEND THESE TERMS FROM TIME TO TIME. SHOULD THESE TERMS BE MODIFIED IN ANY WAY, THE NEW TERMS WILL BE POSTED TO THIS WEBPAGE. BY USING THE SITE AFTER THE EFFECTIVE DATE OF ANY MODIFICATION TO THESE TERMS, YOU EXPRESSLY CONSENT, WITHOUT QUALIFICATION, TO THE MODIFIED TERMS.
2. YARDI IS NOT A PARTY TO ANY TRANSACTIONS.
2.1 The Site serves as a platform for the Agency to provide the Services to individual applicants for mortgage assistance and their mortgage lenders. Although the Site may lead to certain transactions expressly agreed to between Agency and Users, Yardi is not a party to any transactions between Users and Agency other than providing the Site. AS A RESULT, YARDI SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INFORMATION, THE CONTENTS OF ANY DOCUMENTS, OR FOR ANY OTHER INTERACTIONS BY, BETWEEN OR AMONG USERS AND AGENCY THROUGH THE SITE.
2.2 You are responsible for how you use the Site. IN THE EVENT THAT YOU HAVE A DISPUTE WITH AGENCY AND/OR ANOTHER USER, YOU RELEASE YARDI FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
3. ACCESS TO AND USE OF THE SITE.
3.1 We provide you with certain information and functionality through the Site. You are solely responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.
3.2 We have the right, but not the obligation, to take any of the following actions without providing any prior notice to you: (a) change or terminate all or any part of the Site or the Services; or (b) restrict or terminate your access to all or any part of the Site or the Services.
3.3 Subject to your compliance with these Terms, we hereby grant you permission to access and use the Site and the Services, provided that you shall not (and shall not allow any third party to): (a) engage in commercial use of the Site or any content on the Site; (b) reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on the Site for other than your own personal, non-commercial use; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service or in or on any content or other material obtained via the Site or the Services; (d) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site or the Services; (e) collect or harvest any information about other users (including usernames and/or email addresses) for any purpose; (f) reformat or frame any portion of the web pages that are part of the Site or the Services; (g) create user accounts by automated means or under false, misleading or fraudulent pretenses; (h) create or transmit unwanted electronic communications such as “spam” to other users of the Site or the Services or otherwise interfere with other users’ enjoyment of the Site or the Services; (i) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (j) use the Site or the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (k) copy or modify the HTML code used to generate web pages on the Site; (l) use any device, software or procedure that interferes with the proper working of the Site or the Services, or otherwise attempt to interfere with the proper working of the Site or the Services; (m) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (n) modify, adapt, translate, or reverse engineer any portion of the Site or the Services; or (o) use the Site or the Services, intentionally or unintentionally, to violate any applicable international, national, federal, state, provincial, or local law or regulation, including, but not limited to, Fair Housing laws and regulations.
4. ADDITIONAL REQUIREMENTS. Certain aspects of the Services may be subject to additional requirements, guidelines, other technical and non-technical specifications, or other rules or policies in addition to those set forth in these Terms (the “Additional Requirements”). In the event of a conflict between the Additional Requirements and these Terms, the Additional Requirements shall take precedence.
5. MODIFICATIONS. Yardi and Agency may modify or update these Terms from time to time, in their sole discretion, and reserve the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Site or any part thereof, or any or all of the Services, or any Site features, with or without notice and without liability to you. You agree that Yardi has no responsibility or liability for the failure of the Site and the deletion of content maintained or transmitted by the Site. You further agree that Yardi nor Agency shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site. Modifications to these Terms will be posted on the relevant area of the Site and will be effective immediately upon posting. You can review the most current version of the Terms at any time by clicking on the “Terms of Service” link located on webpages throughout the Site. You agree to review the Terms from time to time to ensure you are updated as to any modifications. By continuing to use the Site or Services following any such modification, you accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES.
6. ACCOUNT REGISTRATION. In order to use certain features of the Site or the Services, you will have to register and create a password-protected account (“Your Account”).
6.1 Your Account. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete Your Account and refuse any and all current or future use of the Site (or any portion thereof) without notice if you are found to have misrepresented your age, identity, or any other information submitted in connection with Your Account or if we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current. You are responsible for maintaining the confidentiality of your password, your email address and Your Account, and are fully responsible for all activities that occur under your password and Your Account. You agree to: (i) immediately notify us of any unauthorized use of your password or account, or any other breach of security, (ii) immediately change your password if you become aware that Your Account has been compromised, (iii) ensure that you fully exit from Your Account at the end of each session. You agree and acknowledge that you will not allow others to utilize Your Account and that you will not disclose your Mortgage Relief password to anyone. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not. If you lose control of your password, you may lose substantial control of your personal information and could potentially be subject to legally binding actions taken on your behalf. You further agree not to use anyone else’s password on the Site or attempt to gain access to the Mortgage Relief account of any other user. AGENCY AND YARDI CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.
6.2 Privacy Statement. By submitting information and materials and in order for us to provide you with the Services, you hereby consent to our use and sharing of your information and materials as described in the applicable Privacy Statement, which is incorporated into these Terms by this reference. The Privacy Statement can be accessed by clicking on the “Privacy Statement” link located on webpages throughout the Site. In the event of a conflict between the applicable Privacy Statement and these Terms, the Privacy Statement shall take precedence. In addition, you hereby represent and warrant that your information and materials: (a) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any Fair Housing, copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (b) are not fraudulent, misleading, hateful, tortious, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (c) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Site or the Services; (d) do not promote illegal or harmful activities; and (e) are not illegal, unlawful or contrary to the international, national, federal, state, provincial, or local laws or regulations applicable to the materials where created, displayed or accessed.
6.3 Payments. To receive funds from an Agency through the Services, you must provide accurate and up-to-date bank account information (or other information) designating where Mortgage Relief funds may be deposited or sent. You certify that you are authorized to designate such bank account (or other identified location) to receive Mortgage Relief funds and that Agency may credit or pay such funds to that bank account (or other location) through the Services. Where applicable, and only in such cases where relevant, you agree (i) to designate Yardi as your payment agent to receive Mortgage Relief funds on your behalf; (ii) that once such funds are received by Yardi, the Agency’s payment obligation to you is satisfied; and (iii) that Yardi’s sole responsibility to you, as your agent, is to remit the funds actually received from the Agency to your designated bank account or location, and Yardi’s liability, as your agent, shall be limited solely to the amount of funds actually received from the Agency and payable to you. You acknowledge and agree that Yardi and Agency are not responsible for accuracy of bank account numbers or any other information you provide. If funds are incorrectly or inappropriately deposited into your account, the funds were unauthorized or otherwise unacceptable, or a transaction is charged back for any reason, the amount of such funds may be withdrawn and debited from your account.
6.4 Electronic Signatures. If you choose to use the electronic signature execution functionality of Mortgage Relief, you understand, acknowledge and agree that you have carefully reviewed the disclosure relating to use of your electronic signature to execute documents and will not execute such documents with your electronic signature without providing your consent to use your electronic signature. You agree that you will rely on your own legal counsel to determine the sufficiency of the electronic signature execution of the documents and their enforceability and that Yardi and Agency make no warranty or other representation with respect to the sufficiency of the electronic signature execution of the documents under applicable international, national, federal, state, provincial or local laws or regulations.
7. YARDI AND AGENCY’S RIGHTS. You acknowledge that Yardi and Agency have the right to investigate and prosecute violations of these Terms to the fullest extent of the law. Yardi and/or Agency may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Yardi and Agency have no obligation to monitor your access to or use of the Site or the Services, but have the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
8. SITE CONTENT GENERALLY. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all statements, representations, services, and other information provided through the Site. Yardi and Agency make no representations or warranties, express or implied, with respect to the information provided on this Site.
9. OWNERSHIP. You acknowledge and agree that the Site and the Services use and contain intellectual property, and proprietary and confidential technology owned by or licensed to Yardi, and protected by applicable intellectual property and other laws and international treaties (collectively, “Yardi IP”). You further acknowledge and agree that the Site and the Services use and may contain intellectual property, including without limitation materials owned by or licensed to us, and protected by applicable intellectual property and other laws and international treaties (collectively, “Agency IP”). All rights reserved. You agree not to reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use or exploit for any commercial purposes any or all of the Yardi IP or Agency IP, the Site or access to the Site in any way without the prior written permission of Yardi and Agency. You must abide by all copyright notices, information, or restrictions contained in or attached to any Yardi IP and Agency IP. All trademarks are the property of their respective owners.
10. INDEMNITY. You agree to indemnify, defend and hold Agency and Yardi and their respective officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third parties including advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors (collectively the “Indemnified Parties”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (a) your negligence or misconduct; (b) your information or material contributed to or submitted through the Site or the Services, including without limitation information associated with Your Account; (c) your conduct, including your use of the Site and the Services; (d) your connection to the Site; (e) any violation or breach of these Terms; (f) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of your use of the Site or Services; or (g) your use of the electronic signature functionality of Mortgage Relief, including without limitation, the sufficiency of an electronic signature (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Indemnified Parties. Agency and Yardi shall each have the right, in their sole discretion, to select their own legal counsel to defend themselves from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all of Agency’s and Yardi’s reasonable attorneys’ fees incurred in connection therewith. You shall notify Agency and Yardi immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect yours or Agency’s ability to fully perform their respective duties or to exercise its rights under these Terms. You shall not, without the prior written approval of Agency and Yardi, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for Agency or Yardi.
11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE:
11.1 YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES AND ALL OTHER MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. WITH RESPECT TO THE SITE AND INFORMATION AND MATERIAL IN THE SITE, AGENCY EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.
11.2 AGENCY AND YARDI MAKE NO REPRESENTATION OR WARRANTY: (A) REGARDING THE SECURITY, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS AND PERFORMANCE OF THE SITE OR THE SERVICES; (B) REGARDING THE SERVICES, ADVICE, INFORMATION OR LINKS OBTAINED THROUGH THE SITE; (C) THAT THE SITE OR THE SERVICES, OR ANY INFORMATION AND MATERIALS THEREIN, WILL MEET YOUR REQUIREMENTS; (D) THAT THE SITE OR THE SERVICES, OR ANY FUNCTIONS CONTAINED IN THE SITE, WILL BE ERROR-FREE, SECURE, TIMELY, OR UNINTERRUPTED; (E) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR INFORMATION AND MATERIALS THEREIN WILL BE ACCURATE, RELIABLE, OR AVAILABLE, (F) THAT ANY ERRORS IN THE SITE OR INFORMATION OR MATERIALS THEREIN WILL BE CORRECTED; OR (G) THAT THE SITE AND ITS CONTENTS AND SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.
11.3 ANY MATERIAL, INFORMATION, PRODUCTS OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
11.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AGENCY OR YARDI OR FROM YOUR USE OF THE SITE OR SERVICES, SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS OR WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY.
12.1 AGENCY, YARDI AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES AND RELEVANT THIRD PARTIES INCLUDING ADVERTISERS, DISTRIBUTION PARTNERS, REFERRAL PARTNERS, SERVICE PROVIDERS, LICENSORS, LICENSEES, CONSULTANTS AND CONTRACTORS (COLLECTIVELY THE “PARTIES”) WILL NOT BE LIABLE FOR:
A. ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR ACCESS AND USE OF OR INABILITY TO ACCESS OR USE THE SITE, ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE INDEMNIFIED PARTIES, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
B. THE CONTENTS OF ANY COMMUNICATION, MESSAGE, OR INFORMATION SUBMITTED BY YOU OR OTHER THIRD PARTIES;
C. THE CONTENT, SERVICES OR INFORMATION PROVIDED BY ANY WEBSITE PURPORTING TO BE OPERATED BY AGENCY, YARDI OR THEIR AFFILIATES, BUT NOT ACTUALLY AFFILIATED WITH, CONTROLLED, OWNED, OR OPERATED BY AGENCY OR YARDI;
D. THE CONTENT OF ANY WEBSITE NOT CONTROLLED, OWNED, OR OPERATED BY AGENCY OR YARDI THAT IS ACCESSED FROM OR LINKED TO THIS SITE; AND/OR
E. ANY DAMAGES OR INJURY CAUSED BY, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE.
12.2 IN ADDITION TO THE LIMITATIONS OTHERWISE SET FORTH IN THESE TERMS AND EXCEPT AS EXPRESSLY STATED OTHERWISE IN SECTION 6.3(iii) ABOVE, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY YOU ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, YARDI AND AGENCY’S MAXIMUM LIABILITY TO CLIENT, REGARDLESS OF THE AMOUNT OF LOSS YOU MAY HAVE SUFFERED, SHALL NOT EXCEED $100.
12.3 You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is to discontinue use of the Site and Services.
13. ENFORCEMENT. Agency and Yardi do not assume responsibility to you or others for any failure by Agency or Yardi to enforce the provisions contained in the Terms.
14. TERMINATION. You agree that we, in our sole discretion and with or without notice, may terminate your use of the Site or any part thereof, or any or all of the Services, for any reason, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. We may also in our sole discretion and at any time discontinue providing the Site, or any part thereof, or any or all of the Services with or without notice. You agree that any termination of your access to the Site under any provision of the Terms may be effected without prior notice, and acknowledge and agree that Agency may immediately bar any further access to the Site. Further, you agree that we shall not be liable to you or any third party for any termination of your access to the Site or the Services.
15. AUTHORITY. You hereby represent and warrant that: (a) you have all the requisite power and authority, corporate or otherwise, to enter into the binding contract created by these Terms, conduct yourself and your business and to execute, deliver, and perform all of your obligations under this Agreement; (b) you have the right to submit and use your information and materials in the manner you have done so to or through the Site and/or through Your Account; (c) you have the right to grant the licenses granted under these Terms; (d) your performance under these Terms and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future; and (e) your performance under these Terms will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign.
16.1 Governing Law. For all legal proceedings arising out of use of the Site and/or relating to the Terms, these Terms and the relationship between you and Agency shall, irrespective of any choice of laws rules, be governed by and construed in accordance with the laws of the State in which the Agency is located. You and Agency hereby irrevocably and unconditionally submit to the jurisdiction of courts located in the County in which the Agency is located or the court of competent jurisdiction closest thereto if no court of competent jurisdiction resides therein, and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. You and Agency irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any proceeding brought in any such court or any claim that a legal proceeding commenced in such court has been brought in an inconvenient forum.
16.2 Assignment. You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Agency, which may be granted or withheld by Agency in its their sole discretion. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Agency may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
16.3 Waiver. The failure to exercise or enforce any right or provision shall not affect Agency’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
16.4 Severability. If any portion of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in such provision, and, notwithstanding such finding, the remaining provisions of these Terms shall remain in full force and effect.
16.5 Entire Agreement. These Terms, the terms incorporated herein, and any other terms agreed to in writing by the parties or by way of your use of the Site or the Services shall constitute the entire and exclusive understanding and agreement between you and Agency regarding this subject matter, and shall supersede any and all prior or contemporaneous representations or understandings relating to this subject matter.
16.6 Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Terms or use of the Site must be filed within 1 year after such claim or cause of action arose or be forever barred.
Updated: June 2, 2021