TERMS OF USE

USER AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY. YOUR USE OF THIS WEBSITE ("SITE") IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT WITHOUT MODIFICATION. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THIS USER AGREEMENT AND ALL RULES, POLICIES, TERMS, AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PRIVACY POLICY LOCATED AT SmartZip.com/privacy.cfm], INCORPORATED BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO THESE SITE TERMS, DO NOT USE THIS SITE.

IF YOU HAVE NOT READ THIS AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THIS AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE SITE.

1. Scope and Acceptance

This Site is hosted by Constellation Smartzip Solutions, Inc. or one of its affiliates (collectively "Constellation") on behalf of and as data processor and a service provider for one of its real estate industry customers (the "Company"). The Company is the data controller and its full name and contact details are set out on the Site. Constellation and Company are independent contractors and are not partners or otherwise engaged in any joint venture in delivering the Site. Unless expressly stated otherwise, any reference to "we", "us" or "our" shall refer to the Company. Nothing in this Agreement shall have the effect of making Constellation a sole or joint data controller.

Anyone who accesses or uses the Site is a "User." This Agreement applies exclusively to your access to, and use of, the Site, so please read it carefully. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Constellation, Company, or their respective affiliates for services, products or otherwise. We reserve the right to change or modify this Agreement and the Site, at any time. If we decide to change the Agreement, we will post a new version on the Site and update the date. Any changes or modifications will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your use of the Site following the posting of changes or modifications to the Agreement will constitute your acceptance of the revised Agreement. Therefore, you should frequently review the Agreement, including applicable policies, from time-to-time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must immediately stop using the Site. You agree that your sole and exclusive remedy with respect to any changes to this agreement is to discontinue use of the Site.

If you are accessing or using the Site on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to this Agreement.

The Site is not intended or authorized for use by persons under the age of eighteen (18). By using the Site, you represent and warrant that you are eighteen (18) years of age or older and that you agree to and agree to abide by all of the terms and conditions of this Agreement. If we believe that you are under the age of eighteen (18) or that you are not old enough to consent to and be legally bound by this Agreement, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Site (or any portion, aspect, or feature thereof), or (ii) delete any content or information that you have posted through the Site.

2. Privacy

We believe strongly in providing you notice of how we collect and use your data, including personally identifying information, collected from the Site. We have adopted a Privacy Policy, which is available at https://SmartZip.com/privacy.cfm to which you should refer to fully understand how we collect and use personally identifying information. The Privacy Policy may be changed from time to time and is effective immediately upon posting such changes to the Site.

3. Account Information and Security

In order to use certain areas of the Site, we may ask you to create an account and select a password and/or provide us with certain personal information. This information will be held and used in accordance with the Privacy Policy. By filling out any forms on the Site, providing information to us or making any inquiry, you acknowledge that we have an established business relationship and you expressly consent to being contacted by us, or by our service providers, including Constellation, on our behalf, whether by phone, mobile phone, email, mail, texting or otherwise.

You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITY ASSOCIATED WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU, INCLUDING CONTENT PUBLISHED OR PURCHASES MADE THROUGH YOUR ACCOUNT.

Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.

Please note that if a "Public Area" is available on the Site, such as a forum, message board, or other community area that allows User posts, you are solely responsible for any information, text, photos, content or material that you upload, post or transmit to such area. You are also responsible for your reliance on any communications found in such areas. If you feel you or someone is in danger, or you believe illegal conduct may take place or has taken place, you should contact your local law enforcement agency immediately.

4. Operation

The specific features and functionality of the Site are dynamic and may change from time to time. We reserve complete and sole discretion with respect to the operation of the Site. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Site at any time.

5. Inaccuracies on the Site and Service and Property Listing Data

The Site may include inaccuracies or errors, and additions, deletions, and alterations could be made to the Site by unauthorized third parties. Although we attempt to ensure the integrity of the Site, neither the Company nor Constellation make any guarantees as to the timeliness, completeness, or accuracy of the Site or any of the content on the Site. Specifically, any real estate listing data provided to you in connection with the Site is not intended to be a representation of the complete Multiple Listing Service ("MLS") data for any of our MLS sources. Neither the Company nor Constellation are liable for, nor do they guarantee, the accuracy of any listing data or other data or information found on the Site, and all such information should be independently verified. The information provided in connection with the Site is for the personal, non-commercial use of consumers and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing. Some properties which appear for sale on this website may no longer be available because they are under contract, have sold, or are no longer being offered for sale. If you believe any portion of the Site includes an error or inaccuracy, please notify us.

6. Availability of the Site and Service

It is not possible to operate the Site with 100% guaranteed uptime. We will make reasonable efforts to keep the Site operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Site. In addition, we reserve the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Site, with or without notice. You agree that neither the Company nor Constellation shall be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Site.

7. Technical Requirements

Use of the Site requires Internet access through your computer or mobile device. You are responsible for all charges for Internet or mobile access resulting from your use of the Site, including from any notifications provided by the Site. Neither the Company nor Constellation do guarantees that the Site will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript, cookies, or other technologies enabled to use certain features of the Site; if you do not have or do not implement or enable these technologies, certain features of the Site may not be functional for you.

8. Proprietary Rights

The content, structure, "look and feel," and all other elements of the Site are protected by copyright and other intellectual property laws of the United States and other jurisdictions. You may not sell, license, distribute, copy, publish, publicly perform or display, modify, adapt, translate, or create derivative works from, or otherwise make unauthorized use of, the Site or any portion thereof without the express prior written consent of both the Company and Constellation. Both the Company and Constellation reserve all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest to the Site or any portion thereof, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. You acknowledge that the Company and Constellation will aggressively enforce intellectual property rights with respect to the Site to the fullest extent of the law.

9. Permitted Use

Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Site and all materials available on or through the Site ("Site Materials") solely for your own personal use in accordance with the license scope and use restrictions specified in this Agreement and any other applicable agreement between you and us. You may not use the Site or any Site Materials for commercial purposes. You agree not to use the Site or Site Materials for any unintended purpose, for any unlawful purpose, or in any way that might harm, damage, or disparage any other party, including Constellation, Company, their respective affiliates, and all of their respective suppliers. Without limiting the preceding sentence, you agree that you will not do, or attempt to do, any of the following, unless expressly authorized by us to do so: (a) alter or modify the Site, or make any electronic reproduction, adaptation, distribution, performance, or display of the Site, or any portion thereof, except to the extent permitted by the intent and functionality of the Site or as required for the limited purpose of reviewing material on or interacting with the Site for the intended purpose of the Site; (b) sell, rent, lease, transfer, distribute, or assign to any third party any rights to the Site, or related materials; (c) remove or modify any proprietary notice or labels on the Site, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application; (d) use the Site for comparative or competitive research purposes; (e) copy, modify, or erase any information contained on computer servers used or controlled by us or any third party except to the extent permitted by the intent and functionality of the Site; (f) use the Site to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; (g) access or use any password-protected, secure, or non-public areas of the Site, or access data on the Site, not intended for you, except as specifically authorized in writing by us; (h) impersonate or misrepresent your affiliation with any person or entity, or allow a third party to use your identification or to pretend to be you; (i) use any automated means (including screen and database scraping, spiders, robots, crawlers, bypassing "captcha" or similar precautions, and any other automated activity with the purpose of obtaining information from the Site) to access or use the Site, or display the Site, or portions thereof (e.g., deep linking, framing, scraping, etc.), without our express written permission; (j) attempt to or actually disrupt, impair, or interfere with the Site, or any information, data, or materials posted or displayed by us; (k) attempt to probe, scan, or test the vulnerability of the Site or breach any implemented security or authentication measures, regardless of your motives or intent; (l) attempt to interfere with or disrupt access to or use of the Site by any User, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; (m) post any content to the Site that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to Constellation’s or Company’s mission; or (n) use the Site in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.

10. Submissions

You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding Constellation or the Company, or the Site provided by you in the form of postings on the Site, e-mail, or other communication or submission to us are unsolicited and non-confidential. Constellation or the Company, as applicable, will own exclusive rights, including all intellectual property rights, in and to such submissions, and we will be entitled to the unrestricted use of such submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. User Content

We may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit text, graphics, photos, audio, video, or other content (collectively, "User Content"). By making available any User Content on or through the Site, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through multiple tiers), to view, use, copy, distribute, publicly display and perform, transmit, stream, broadcast, adapt, modify, create derivative works of, and otherwise exploit such User Content on, through, or by means of the Site. We will not pay you for any User Content and we do not claim any ownership rights in any such User Content. Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content independent of the Site. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through, or by means of the Site will infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (iii) all User Content complies with the permitted use of the Site under this Agreement; and (iv) the User Content does not include any false or misleading information and was not submitted under false pretenses. We may, but are not obligated to, (a) record, monitor, modify, or disclose User Content; (b) investigate a complaint that User Content violates this Agreement, and determine in our sole discretion whether to remove the User Content or take other action; (c) remove User Content if we determine in our sole discretion that a violation of the Agreement has occurred or may occur in the future; and/or (d) terminate a User’s access to the Site (or any portion thereof) if he or she has violated this Agreement.

12. Third Party Content

The Site may contain or display various materials and content from third parties, including advertising and promotional content ("Third Party Content"). The mere display on or through the Site of such Third Party Content does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of any third party or any affiliation between any such third party and us or Constellation. Furthermore, in using and accessing the Site, you agree that neither we nor Constellation are in any way responsible for the timeliness, completeness, or accuracy of Third Party Content. Our display of specific Third Party Content does not suggest a recommendation by us or Constellation of the third party or any products or services offered by the third party. Your interaction with any third party accessed through the Site (whether online or offline) is at your own risk, and neither we nor Constellation will have any liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party. The Site may also contain references or links to third-party properties, such as real properties and websites and other online services, not controlled by us or Constellation. Such references and links are provided solely as a convenience to you and such references and links should not be considered endorsements or recommendations of such third-party properties. You acknowledge and agree that neither we nor Constellation are not responsible for any aspect of the information or content contained in any third-party properties. You agree that neither we nor are responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such third-party properties. If you access, visit, or use any third-party properties referred to on the Site, you do so at your own risk. For the avoidance of doubt, this Agreement applies solely to the Site and does not apply to any third party website that may be accessed via third party links on the Site. We encourage you to review the third party agreements of any third party website you choose to access, as their agreements may differ from ours.

13. Disclaimers

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE AND SITE MATERIALS ARE AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SITE (INCLUDING ALL SITE MATERIALS, THIRD-PARTY CONTENT, AND ALL PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE SITE) ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONSTELLATION, COMPANY, THEIR RESPECTIVE AFFILIATES, AND ALL OF THEIR RESPECTIVE SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE SITE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE (INCLUDING SITE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SITE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. NEITHER COMPANY NOR CONSTELLATION IS RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY. NEITHER COMPANY NOR CONSTELLATION MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. CONSTELLATION IS MERELY A SERVICE PROVIDER TO COMPANY, AND IN NO EVENT SHALL CONSTELLATION BE LIABLE TO USER FOR ANY OF THE PRODUCTS, SERVICES, CONTENT OR INFORMATION PROVIDED THROUGH THE SITE OR OTHERWISE PROVIDED BY OR ON BEHALF OF COMPANY, AND CONSTELLATION MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL COMPANY, CONSTELLATION, THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, ADVERTISERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE SITE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE (INCLUDING SITE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, OR ANY PORTION THEREOF, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IF, DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED U.S. DOLLARS ($100).

15. Indemnity

YOU UNDERSTAND AND AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR IN CONNECTION WITH USE OF THE SITE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY, CONSTELLATION, THEIR RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE SITE.

16. Termination

You agree that either we or Constellation may, in our sole discretion and without prior notice, terminate your access to or use of any of the Site at any time and for any reason, with or without cause.  This right is in addition to any other remedies we or Constellation may have at law or in equity. You consent to our obtaining any injunctive or equitable relief that we or Constellation deems necessary or appropriate in such circumstances, without the need for a bond. You agree that neither we nor Constellation will be liable to you or to any third party for termination of your access to, or use of, the Site as a result of any breach of the Agreement or for any reason at all.

17. Copyright Infringement

We take copyright violations very seriously. We may remove material from the Site that appears in our sole discretion to infringe upon the copyright or other intellectual property rights of others, and we may terminate the access rights of any infringer. If you believe a work protected by a U.S. copyright you own has been posted on the Site without authorization, or has been mistakenly removed, you may notify our copyright agent as provided below, and provide the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work or works claimed to have been infringed, or mistakenly removed; (c) a detailed description of the material you claim is infringing, or has been mistakenly removed, together with information sufficient to enable us to locate it, including the URL where the infringing material appears; (d) your name, mailing address, telephone number, and e-mail address; (e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law, or has been mistakenly removed; and (f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed. To notify us of claimed copyright infringement, or to file a counter-notice in response to a takedown, please contact us at: DMCA Agent: DMCA Notice Manager, Attention: Legal Department, 110 110th Ave NE, Suite 700, Bellevue WA, 98004 Phone No.: 425-952-5500 Email address: support@SmartZip.com

18. International Use

Constellation’s servers and the operations of Constellation and the Company are located primarily in the United States and the policies and procedures of Constellation and the Company are based primarily on United States law. Because of this, the following provisions apply specifically to Users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including submissions and personal data) to and in the United States and/or other countries; (ii) if you are using the Site from a country embargoed by the United States, or are on the United States Treasury Department’s list of "Specially Designated Nationals," you are not authorized to access or use the Site; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Site. The Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Constellation or the Company to any registration requirement within such jurisdiction or country.

19. Dispute Resolution

19.1        Initial Dispute Resolution Process. We intend to resolve any and all disputes that may arise between us and Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to us in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. We shall respond promptly with responsive information from its perspective. You and we shall communicate promptly following the delivery of the response, and as often as you and we mutually deem necessary or desirable thereafter, in an attempt to resolve the matter.

19.2        Class Action Waiver. You and we agree that any proceedings to resolve or litigate any dispute, whether through a court of law or alternative dispute resolution, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

19.3        Wavier of Jury Trial. THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE GIVING UP A RIGHT TO A JURY TRIAL.

20.  Miscellaneous.

20.1  Applicable Law and Venue. This Agreement and any action related to this Agreement will be governed by the laws of the State of Maryland, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Site or this Agreement will be exclusively in the federal or local courts located in Seattle, Washington.

20.2 Entire Agreement. This Agreement (including all rules, policies, terms, and conditions incorporated herein by reference) constitutes the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior agreements, negotiations, or other communications between you and us, whether oral or written, with respect to the subject matter hereof.

20.3 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation, shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby.

20.4 Waiver. No failure or delay in enforcing any provision, exercising any option, or requiring performance shall be construed to be a waiver of that or any other right in connection with this Agreement.

20.5  Assignment. You may not assign, by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third party, including in connection with a merger or change of control, without prior written consent by us. Any purported assignment lacking such consent will be void at its inception. We may assign all or part of its rights and/or delegate all or part of our duties under this Agreement to any party, at any time, and in our sole discretion, upon notice of assignment by posting such notice on the Site.

20.6 Third Party Beneficiaries. This Agreement is intended for the benefit of you, the Company, and Constellation as a third-party beneficiary, and their respective permitted successors and assigns.  This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any other person.

20.7 English Language. The parties have required that the Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.

(TCPA Consent for United States Residents)

EXPRESS WRITTEN CONSENT. BY SUBMITTING YOUR CONTACT INFORMATION, YOU ARE PROVIDING YOUR EXPRESS WRITTEN CONSENT TO RECEIVE COMMUNICATIONS FROM US AT THE EMAIL ADDRESS AND TELEPHONE NUMBERS YOU ENTERED INTO OUR CONTACT FORM, OR THAT YOU LATER PROVIDE TO US OR ENTER INTO YOUR CONTACT PAGE.

E-MAILS, CALLS, AND TEXTS. THESE COMMUNICATIONS MAY INCLUDE TELEMARKETING MESSAGES, THROUGH THE USE OF EMAIL, LANDLINE PHONE, FAX, CELLULAR PHONE, AND TEXT MESSAGES (INCLUDING SMS AND MMS).

AUTODIALING. WE MAY USE AN AUTOMATIC TELEPHONE DIALING SYSTEM (OR "AUTO-DIALER"), WHICH MAY EMPLOY AN ARTIFICIAL OR PRE-RECORDED VOICE OR "ROBOTEXTS." YOUR CARRIER’S STANDARD RATES AND CHARGES MAY APPLY.

NO PURCHASE NECESSARY. AGREEING TO THESE COMMUNICATIONS IS NOT A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICES FROM US.

REVOKING CONSENT AND OPTING OUT. YOU MAY REVOKE YOUR CONSENT TO RECEIVE COMMUNICATIONS AT ANY TIME BY REPLYING "STOP" TO ANY OF OUR TEXTS, OR BY ANY OTHER REASONABLE MEANS. WE WILL MAKE A COMMERCIALLY REASONABLE EFFORT TO COMPLY WITH ANY COMMUNICATIONS FROM YOU OPTING OUT, BUT REPLY "STOP" WILL AUTOMATICALLY REVOKE YOUR CONSENT TO FURTHER TEXT COMMUNICATIONS, AND WE RECOMMEND THAT METHOD. WE MAY TAKE UP TO 30 DAYS TO STOP COMMUNICATIONS IF YOU USE A METHOD OTHER THAN THE AUTOMATIC REPLY "STOP." YOU CONSENT TO RECEIVE A FINAL TEXT MESSAGE CONFIRMING YOUR OPT-OUT. YOU MAY REVOKE YOUR CONSENT TO RECEIVE EMAIL COMMUNICATIONS BY USING THE "UNSUBSCRIBE" LINK IN AN EMAIL OR ON THE WEBSITE OR BY ANY OTHER REASONABLE MEANS. WE WILL MAKE A COMMERCIALLY REASONABLE EFFORT TO COMPLY WITH ANY COMMUNICATIONS FROM YOU OPTING OUT OF EMAIL, BUT "UNSUBSCRIBE" WILL AUTOMATICALLY REVOKE YOUR CONSENT TO FURTHER EMAIL COMMUNICATIONS, AND WE RECOMMEND THAT METHOD. WE MAY TAKE UP TO 30 DAYS TO STOP EMAIL COMMUNICATIONS IF YOU USE A METHOD OTHER THAN "UNSUBSCRIBE". THE "UNSUBSCRIBE" LINK WILL ALSO PERMIT YOU TO STOP TEXT COMMUNICATIONS.

COMMUNICATION FREQUENCY. HOW OFTEN WE SEND YOU COMMUNICATIONS WILL VARY, BECAUSE THE INDIVIDUAL SALESPERSON WHO COMMUNICATES WITH YOU WILL DETERMINE IT.

DISPUTE RESOLUTION – ARBITRATION AGREEMENT

(Mandatory Binding Arbitration and Class Action Waiver)

READ THIS ARBITRATION AGREEMENT CAREFULLY AS IT WILL HAVE A SUBSTANTIAL IMPACT ON HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. For example, if we elect to require you to arbitrate any claim, you will not have the right to a jury trial or the right to participate in a class action in court or in arbitration.

YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW. If you do not reject this Arbitration Agreement and a Claim is arbitrated, neither you nor we will have the right to: (1) have a court or a jury decide the Claim; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action, private attorney general or other representative action in court or in arbitration; or (4) join or consolidate a Claim with claims of any other person. The right to appeal is more limited in arbitration than in court and other rights in court may be unavailable or limited in arbitration.

This Arbitration Agreement describes when and how a Claim (as defined below) arising under or related to the Terms of Use and Privacy Policy between you and us may be arbitrated. Arbitration is a method of resolving disputes in front of one or more neutral persons, instead of having a trial in court in front of a judge and/or jury. If a claim is arbitrated, each party waives its, his or her respective rights to a trial before a jury in connection with the Claim. It can be a quicker and simpler way to resolve disputes. As solely used in this Arbitration Agreement, the terms "we," "us" and "our" mean "us" as defined above, our parent companies, wholly or majority owned subsidiaries, affiliates, commonly-owned companies, management companies, successors, assigns and any of their employees, officers and directors. For purposes of this Arbitration Agreement, these terms also mean any third party providing any goods or services in connection with the Terms of Use and Privacy Policy, if such third party is named as a party by you in any lawsuit between you and us.

a. Your Right to Reject Arbitration: You may reject this Agreement by mailing a rejection notice to 29 N. Pineapple Sarasota, FL 34236, Attn. Terms of Use and Privacy Policy Arbitration Rejection, within 30 days after you agree to these terms of use. Any rejection notice must include your name, address and telephone number; the date you agreed to the Terms of Use that your rejection notice applies to; and your signature. Your rejection notice will apply only to this Agreement in the Terms of Use and Privacy Policy, but will not affect any term of any other contract between you and us (including without limitation any prior or subsequent agreement), nor will it change your obligation to arbitrate claims or matters covered by any prior or subsequent agreement to arbitrate, including each agreement to arbitrate that arises pursuant to the Terms of Use on the Company’s website which is not the subject of a valid rejection notice.

b. What Claims Are Covered: "Claim" means any claim, dispute or controversy between you and us, whether preexisting, present or future, that in any way arises from or relates to the Terms of Use or Privacy Policy, your use of this website, your Account, any transaction in your Account, the events leading up to the Terms of Use or Privacy Policy (for example, any disclosures, advertisements, promotions or oral or written statements, warranties or representations made by us), communications between you and us and the manner of communicating, any product or service provided by us or third parties in connection with the Terms of Use or Privacy Policy, the collection of amounts due and the manner of collection, enforcement of any and all of the obligations a party hereto may have to another party, compliance with applicable laws and/or regulations (including but not limited to the Telephone Consumer Protection Act), or the relationships resulting from any of the foregoing. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims and federal, state, local and administrative claims and claims which arose before the effective date of this Arbitration Agreement. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity and claims for money damages and injunctive or declaratory relief.

However, "Claim" does not include: (i) any dispute or controversy about the validity, enforceability, coverage or scope of this Arbitration Agreement or any part thereof (including, without limitation, the Class Action Waiver set forth below, subparts (A) and (B) of the part (k) set forth below titled "Rules of Interpretation" and/or this sentence); all such disputes or controversies are for a court and not an arbitrator to decide; but disputes about the validity or enforceability of the Terms of Use or Privacy Policy as a whole are for the arbitrator and not a court to decide; (ii) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration and without waiver of rights under this Arbitration Agreement) provisional or ancillary remedies including but not limited to injunctive relief, temporary restraining orders, property preservation orders, foreclosure, sequestration, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver; (iii) the exercising of any self-help or non-judicial remedies by you or us; (iv) any individual action in court by one party that is limited to preventing the other party from using a self-help remedy and that does not involve a request for damages or monetary relief of any kind; or (v) any individual action brought by you against us in small claims court or your state’s equivalent court, if any. But if that action is transferred, removed or appealed to a different court, we then have the right to choose arbitration. Moreover, this Arbitration Agreement will not apply to any Claims that are the subject of a class action filed in court that is pending as of the effective date of this Arbitration Agreement in which you are alleged to be a member of the putative or certified class.

c. Electing Arbitration; Starting an Arbitration Proceeding: Either you or we may elect to arbitrate a Claim by giving the other party written notice of the intent to arbitrate the Claim or by filing a motion to compel arbitration of the Claim. This notice may be given before or after a lawsuit has been filed concerning the Claim or with respect to other Claims brought later in the lawsuit, and it may be given by papers filed in the lawsuit, such as a motion to compel arbitration. Each of the arbitration administrators listed below has specific rules for starting an arbitration proceeding. Regardless of who elected arbitration or how arbitration was elected, the party asserting the Claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. Thus, if you assert a Claim against us in court, and we elect to arbitrate that Claim by filing a motion to compel arbitration which is granted by the court, you will be responsible for starting the arbitration proceeding. Similarly, if we assert a Claim against you in court, you assert a counterclaim against us, and we elect to arbitrate that counterclaim by filing a motion to compel arbitration which is granted by the court, you will be responsible for starting the arbitration proceeding. Even if all parties have opted to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Agreement.

d. Choosing the Administrator: The party starting the arbitration proceeding must choose one of the following arbitration organizations as the Administrator: the American Arbitration Association (the "AAA"), 120 Broadway, Floor 21, New York, N.Y 10271, www.adr.org., or JAMS, 1920 Main St. Ste. 300, Irvine, CA 92614, www.jamsadr.org. You may contact these organizations directly if you have any questions about the way they conduct arbitrations or want to obtain a copy of their rules and forms (which are also available on their websites). A single arbitrator shall be appointed. If for any reason the Administrator selected is unable or unwilling to serve or continue to serve as Administrator, the other company will serve as Administrator. If neither the AAA nor JAMS is able or willing to serve as Administrator, we and you will mutually agree upon an Administrator or arbitrator or a court with jurisdiction will appoint the Administrator or arbitrator (or arbitrators, in the case of a three-arbitrator panel provided for in Section "j", below). No company may serve as Administrator, without the consent of all parties, if it adopts or has in place any formal or informal policy that is inconsistent with and purports to override the terms of the Class Action Waiver in section (e) of this Arbitration Agreement. In all cases, the arbitrator(s) must be a lawyer with more than 10 years of experience or a retired judge. Arbitration of a Claim must comply with this Arbitration Agreement and, to the extent not inconsistent or in conflict with this Arbitration Agreement, the applicable rules of the arbitration Administrator.

e. Class Action Waiver: Notwithstanding any other provision of the Terms of Use or Privacy Policy, if either you or we elect to arbitrate a Claim, neither you nor we will have the right: (a) to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member; or (b) to join or consolidate Claims with claims of any other persons. No arbitrator shall have authority to conduct any arbitration in violation of this provision or to issue any relief that applies to any person or entity other than you and/or us individually. (Provided, however, that the Class Action Waiver does not apply to any lawsuit or administrative proceeding filed against us by a state or federal government agency even when such agency is seeking relief on behalf of a class of borrowers including you. This means that we will not have the right to compel arbitration of any claim brought by such an agency).

f. Location of Arbitration: Any arbitration hearing that you attend must take place at a location reasonably convenient to your residence.

g. Cost of Arbitration: Each Administrator charges fees to administer an arbitration proceeding and the arbitrator also charges fees. This includes fees not charged by a court. At your written request, we will pay all filing, hearing and/or other fees charged by the Administrator and arbitrator to you for Claim(s) asserted by you in an individual arbitration after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. (If you have already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again). In addition, the administrator may have a procedure whereby you can seek a waiver of fees charged to you by the Administrator and arbitrator. We will always pay any fees or expenses that we are required to pay by law or the Administrator’s rules or that we are required to pay for this Arbitration Agreement to be enforced.

h. Governing Law: The Terms of Use or Privacy Policy evidences a transaction involving interstate commerce and, therefore, this Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the "FAA"), and not by any state arbitration law. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court, or by state or local laws that relate to arbitration proceedings. The arbitrator will apply the same statutes of limitation and privileges that a court would apply if the matter were pending in court. The arbitrator will have the authority to hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment. In determining liability or awarding damages or other relief, the arbitrator will follow the applicable substantive law, consistent with the FAA that would apply if the matter had been brought in court. The arbitrator may award any damages or other relief or remedies that would apply under applicable law to an individual action brought in court, including, without limitation, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and injunctive, equitable and declaratory relief (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). The arbitrator will have the authority to award fees and costs of attorneys, witnesses and experts to the extent permitted by the Terms of Use or Privacy Policy, the Administrator’s rules or applicable law. However, with respect to Claim(s) asserted by you in an individual arbitration, we will pay your reasonable attorney, witness and expert fees and costs if and to the extent you prevail, if applicable law requires us to or if we must bear such fees and costs in order for this Arbitration Agreement to be enforced. We will not ask you to pay or reimburse us for any fees we pay the Administrator or the arbitrator or for our attorneys’ fees and costs unless (1) the arbitrator finds that you have acted in bad faith (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), and (2) this power does not make this Arbitration Agreement invalid. At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.

i. Right to Discovery: In addition to the parties’ rights to obtain discovery pursuant to the arbitration rules of the Administrator, either party may submit a written request to the arbitrator to expand the scope of discovery normally allowable under the arbitration rules of the Administrator. The arbitrator shall have discretion to grant or deny that request.

j. Arbitration Result and Right of Appeal: Judgment upon the award given by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision is final and binding, except for any right of appeal provided by the FAA. The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except in a dispute between the same parties, in which case it could be used to preclude the same claim from being re-arbitrated. If the amount of the Claim exceeds $25,000, any party can, within 30 days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. (If an appeal is not filed within that time period, the arbitration award shall become final and binding). The panel shall reconsider de novo (anew) any aspect of the initial award requested by the appealing party. This means that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. The decision of the panel shall be by majority vote. Reference in this Arbitration Agreement to "the arbitrator" shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an appeal will be borne in accordance with subparagraph (g) above, captioned "Cost of Arbitration." Any final decision of the appeal panel is subject to judicial review only as provided under the FAA.

k. Rules of Interpretation: This Arbitration Agreement shall survive the termination, cancellation or suspension of the Terms of Use or Privacy Policy, any legal proceeding, and any bankruptcy by you, to the extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between this Arbitration Agreement, on the one hand, and the applicable arbitration rules or the other provisions of the Terms of Use or Privacy Policy, on the other hand, this Arbitration Agreement shall govern. If any portion of this Arbitration Agreement is deemed invalid or unenforceable, it shall not invalidate the Terms of Use or Privacy Policy or the remaining portions of this Arbitration Agreement, except that:

(A) The parties acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between them and is non-severable from this Arbitration Agreement. If the Class Action Waiver is limited, voided or found unenforceable, then this Arbitration Agreement (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and

(B) If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Agreement prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated.

l. Notice of Claim; Right to Resolve; Special Payment: Prior to initiating, joining or participating in any judicial or arbitration proceeding regarding any Claim, the Claimant (the party who asserts or seeks to assert a Claim in a lawsuit or arbitration proceeding) shall give the other party written notice of the Claim (a "Claim Notice") and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice you send must include your name, address, telephone number and loan or account number. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party. The Claimant must reasonably cooperate in providing any information about the Claim that the other party reasonably requests. If: (i) you submit a Claim Notice in accordance with this paragraph on your own behalf (and not on behalf of any other party); (ii) we refuse to provide the relief you request before an arbitrator is appointed; and (iii) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $7,500 (not including any arbitration fees and attorneys' fees and costs to which you may be entitled under this Arbitration Agreement or applicable law). We encourage you to address all Claims you have in a single Claim Notice and/or a single arbitration. Accordingly, this $7,500 minimum award is a single award that applies to all Claims you have asserted or could have asserted in the arbitration, and multiple awards of $7,500 are not contemplated by this Section.

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