TERMS AND CONDITIONS
CONTAINS JURY WAIVER AND CLASS ACTION WAIVER. PLEASE REVIEW THE RESPECTIVE PROVISIONS SET FORTH BELOW CAREFULLY.
- Acceptance of Terms of Service
1.2. To access the services, you may be required to first create an account on our website. Once the account is opened, you must submit the requested personal and background information, to use our Services. You are solely responsible for maintaining the confidentiality of your account information. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge.
1.3. Except where prohibited by applicable law, we reserve the right to change these Terms of Service at any time without notice. Your continued access to or use of the services after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly. We reserve the right to change the services at any time, without notice.
1.4. We reserve the right to amend the services we provide in our sole discretion without notice.
Unless otherwise agreed in writing, our fee schedule is subject to future changes without notice but we will make commercially reasonable efforts to inform existing account holders of such a decision in a reasonable amount of time before it happens. All service fees are automatically charged. For more information about our fee schedule, please click here. Per these Terms, you understand and agree that in order to carry out and account for the services rendered to you as a user and account holder, you may receive separate billing from us and affiliated third-parties.
- Intellectual property rights
3.1. All rights, title, and interest, including intellectual property rights, in the website, the services, and all other materials provided by us hereunder, and any update, adaptation, translation, customization, or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The website and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved. You cannot sub-license, assign or otherwise transfer these rights.
3.2. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by you to us for the purpose of providing the services to you.
3.3. You will defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any intellectual property rights in connection with the Services.
- How we may use your personal information
4.1. We will use any personal information you provide to us to:
4.1.1. provide the Services;
4.1.2. process your payment for the Services; and
4.1.3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
We do not guarantee the confidentiality of any communications made by you through the Platform. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.
- Termination, consequences of termination and survival
6.1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:
6.1.1. you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 24 hours being notified in writing to do so;
6.1.2. you fail to pay any amount due under the Agreement on the due date for payment;
6.1.3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
6.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
6.1.5. your financial position or standard of care deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
6.2. Survival. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
You represent and warrant to, and covenant with us that, all submission to us will only contain Personal Information in respect of which you have authority or have obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to provide the services and exercise our rights under these Terms of Service.
- Prohibit Uses
Without limiting the generality of the foregoing, you will not (and will not attempt to), as applicable:
8.1. Send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the website any data, information, pictures, videos, music, or other materials or other content that:
8.1.1. Contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.
8.1.2. You do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate.
8.1.3. Is false, intentionally misleading, or impersonates any other person.
8.1.4. Is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual.
8.1.5. Is harmful to minors in any way or targeted at minors.
8.2. Violate any applicable laws, or infringe, violate, or otherwise misappropriate the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity).
8.3. Encourage any conduct that may violate any applicable laws or would give rise to civil or criminal liability.
8.4. Disable, overly burden, impair or otherwise interfere with servers or networks connected to the website (e.g., a denial of service attack).
8.5. Attempt to gain unauthorized access to the Platform.
8.6. Make copies, modify, reverse engineer, reverse assemble, disassemble, or decompile the website or any part thereof or otherwise attempts to discover any source code.
8.7. Use the Platform for the purpose of building a similar or competitive product or service.
8.8. Use the Platform for any criminal activity or unlawful purposes.
- Liability & Time for Claims
9.1. THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION
9.2. RESIDE IS A MATCHING SERVICE ONLY. RESIDE’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU IN THE 6 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE (THE “GENERAL LIABILITY CAP”).
9.3. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.4. The limitation of liability provisions in this clause will not apply to the extent prohibited by applicable law.
9.5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 36 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.1. You will defend, indemnify and hold harmless all of our officers, directors, shareholders, investors, employees, agents, and us from and against any third-party claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with:
10.1.1. Your breach of your warranties described hereunder.
10.1.2. Your violation of any applicable law or the rights of a third party (including intellectual property rights).
10.1.3. Your use of the website and/or services contrary to these Terms of Service or other instructional manuals, guidelines, or documentation made available by us to you.
- Force Majeure. In the event RESIDE is unable to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, strikes, epidemic, pandemic, utilities failure, or other labor disputes (a “Force Majeure Event”), the RESIDE will be excused from performance of its obligations to the extent that performance is prevented by the Force Majeure Event. RESIDE will notify you of the existence of the Force Majeure Event and will use commercially reasonable efforts to mitigate the impact of the Force Majeure Event on its performance. If the Force Majeure Event continues for a period of more than 30 days, RESIDE may terminate the services upon notice to the other party.
- JURY AND CLASS ACTION WAIVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT ANY CLAIMS OR DISPUTES WILL BE RESOLVED THROUGH ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER PROCEEDING WHERE SOMEONE ACTS AS A REPRESENTATIVE ON BEHALF OF OTHERS. AN ARBITRATOR OF ANY CLAIM MAY AWARD RELIEF, INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, ONLY IN FAVOR OF THE PARTY SEEKING RELIEF, AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S CLAIM(S). ANY RELIEF AWARDED TO ONE USER OF THE PLATFORM OR OF ANY SERVICES CANNOT AND WILL NOT AFFECT OTHER USERS OF THE WEBSITE OR OF ANY SERVICES.
13.1. Any disputes, claims, or controversies arising out of or relating to this Agreement, including its interpretation, validity, breach, enforcement, or termination, shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association (AAA).
13.2. The arbitration shall be conducted by a single arbitrator appointed by the AAA. The arbitration proceedings shall be held in King, County, in the state of Washington, unless otherwise agreed by the parties. The arbitrator's decision shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
13.3. The substantially prevailing party in any arbitration or legal proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
- General Provisions
14.1. We may assign or transfer our rights and obligations under the Agreement to another entity. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
14.2. Any variation of the Agreement only has effect if it is in writing and signed by you and us (or our respective authorized representatives).
14.3. If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
14.4. Each paragraph of the Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5. The Agreement is between you and us. No other person has any rights to enforce any of its terms.
14.6. The Agreement is governed by Washington law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the Washington State courts in King County.
14.7. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No modification or amendment to this Agreement shall be binding unless in writing and signed by both parties.