Last updated and effective: July 1, 2023
Your access to and use of the UNBOARD IT Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the UNBOARD IT Platform.
By registering or creating an account, or by otherwise using our UNBOARD IT Platform or accessing any content provided by us through the UNBOARD IT Platform, you agree to be bound by these Terms, as updated from time to time. If you disagree with any part of the Terms, you do not have permission to access or use the UNBOARD IT Platform, and may not do so.
ARBITRATION NOTICE: PLEASE READ THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN THE DISPUTE RESOLUTION AND ARBITRATION SECTION BELOW. THOSE PROVISIONS AFFECT HOW DISPUTES ARE RESOLVED. THE ARBITRATION AND DISPUTE RESOLUTION SECTION, WITH LIMITED EXCEPTIONS, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST UNBOARD IT TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ THOSE PROVISIONS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.
1. The UNBOARD IT Platform Connects Sellers and Potential Buyers of Real Estate Properties.
The UNBOARD IT Platform is a web-based two-sided service provider which enables connections between sellers and potential buyers of real estate properties.
Potential sellers, potential buyers, and all other users of the UNBOARD IT Platform together are hereinafter referred to as “Users.” If you are a real estate or mortgage professional acting in your professional capacity, you may use the UNBOARD IT Platform to provide information, to the extent permitted by applicable law, on behalf of your clients and to take actions on behalf of your clients (“Pro Use”). If you use the UNBOARD IT Platform for a Pro Use, you represent and warrant that you have obtained all required authorizations and consents from your client.
USERS ARE INDEPENDENT INDIVIDUALS OR BUSINESS OWNERS AND ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS, OR FRANCHISEES OF UNBOARD IT. BY CONNECTING USERS, UNBOARD IT EXCLUSIVELY OPERATES AS AN ONLINE SERVICE PROVIDER ENABLING SELLERS TO PUBLISH DETAILS OF THE REAL ESTATE PROPERTIES WHICH MAY BE AVAILABLE FOR PURCHASE BY POTENTIAL BUYERS (each, a “LISTING”).
UNBOARD IT DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL, OR MONITOR ANY LISTINGS AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR ALL LISTINGS AND ALL LISTING-RELATED CONTENT (“LISTING CONTENT”)IN ANY MANNER, AND DOES NOT GUARANTEE OR WARRANT ANY LISTING CONTENT INCLUDING THE ACCURACY OR TRUTHFULNESS OF LISTING CONTENT, OR LISTING CONTENT COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE. UNBOARD IT EXPRESSLY DISCLOSES ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF ANY USER CONDUCT, LISTING, LISTING CONTENT, OR YOUR USE OR ACCESS TO THE UNBOARD IT PLATFORM.
2. User Representations and Warranties.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. UNBOARD IT will not be liable for any false or misleading statements made by Users of the UNBOARD IT Platform.
NEITHER UNBOARD IT, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES” ) IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE UNBOARD IT PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE UNBOARD IT AND ITS AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE UNBOARD IT PLATFORM.
All Users represent and warrant that:
- You are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for U.S. based users), and are otherwise capable of entering into binding contracts;
- You have the right, authority, and capacity to enter into and to abide by the terms and conditions of these Terms, and that you will so abide;
- You will act professionally and responsibly in your interactions with other Users;
- You will use your real name or business name on your profile;
- When using or accessing the UNBOARD IT Platform, you will act in accordance with all applicable local, state, and federal laws and regulations, and you have for identified, obtained, and maintained any required licenses, permits, or registrations;
- You will not use the UNBOARD IT Platform to engage in any unlawful or illegal purpose or activity deemed by UNBOARD IT in its sole discretion as dangerous, harmful, or otherwise inappropriate; and
3. Contract between Users
Users acknowledge and agree that UNBOARD IT is not a party to any agreements between Users, including any agreements concerning a Listing, and UNBOARD IT’s services related to the UNBOARD IT Platform will not, under any circumstances, create an employment or agency relationship between UNBOARD IT and any User. Users do not have the authority to enter into written or oral — whether implied or express — contracts on behalf of UNBOARD IT.
4. Prohibited Uses
Without limitation, the UNBOARD IT Platform may not be used for any of the following purposes:
- To defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the rights (such as rights of privacy, confidentiality, reputation, and publicity) of others, including Users and UNBOARD IT staff;
- To post, reproduce, publicly display, or otherwise make accessible any content, which we, in our sole judgement and discretion, consider illegal, offensive or objectionable including without limitation content that harasses, discriminates, demeans, threatens or disparages any individual or class of individuals;
- To publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful language, material or information;
- To upload files that contain photos, images, software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or UNBOARD IT;
- To upload files or scripts such as Trojan horses, corrupt files, SQL injections, worms, timebombs, cancelbots or any other files or software that may damage UNBOARD IT or any of its Users’ computers;
- To conduct or forward surveys, contests, pyramid schemes, or chain letters;
- To impersonate another person or a User or misrepresent your affiliation with another person or entity, or make any representation under false pretenses;
- To develop competitive products or services;
While using the UNBOARD IT Platform, you may not:
- Use the UNBOARD IT Platform for any unauthorized or illegal purpose, including any actions in violation of local, state, or federal law;
- Use the UNBOARD IT Platform in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes, including any activity that may violate the Civil Rights Act of 1866, the Fair Housing Act, the Americans with Disabilities Act, and the Equal Credit Opportunity Act;
- Post or upload any content for which you have not obtained the necessary rights and permissions to use accordingly;
- Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the UNBOARD IT Platform;
- Restrict or inhibit any other User from using and enjoying the UNBOARD IT Platform;
- Interfere with, or compromise the system integrity or security of the UNBOARD IT Platform, or otherwise bypass any measures we may use to prevent or restrict access to the UNBOARD IT Platform;
- Imply or state that any statements you make (whether on or off the UNBOARD IT Platform) are endorsed by UNBOARD IT, without the prior written consent of UNBOARD IT;
- Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the UNBOARD IT Platform or any part thereof, or the electronic addresses or personal information of others, in any manner;
- Frame or utilize framing techniques to enclose the UNBOARD IT Platform or any portion thereof;
- Hack or interfere with the UNBOARD IT Platform, its servers or any connected networks;
- Adapt, alter, license, sublicense or translate the UNBOARD IT Platform for your own personal or commercial use;
- Remove, alter, or misuse, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by UNBOARD IT and Affiliates;
- Upload content to the UNBOARD IT Platform that is offensive and/or harmful, including content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
- Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
- Solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the UNBOARD IT Platform as set forth herein;
- Collect names, phone numbers, email addresses, or other personal information of Users by electronic or other means;
- Use the UNBOARD IT Platform in violation of these Terms;
- Use the UNBOARD IT Platform in a manner that is false or misleading (directly or by omission or failure to update information);
- Register under different usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number;
- Cause any third party to engage in any of the restricted activities above; or
- Use tools with the goal of masking your IP address (like the TOR network).
If you are a seller, your name and any contact information you have provided to UNBOARD IT will be made available to other Users of the UNBOARD IT Platform and the general public as part of the Listing Content. UNBOARD IT will not be responsible for the action of any Users with respect to any information or materials you have made publicly available through the UNBOARD IT Platform.
You may be required to pay fees to access certain features of the UNBOARD IT Platform. All fees are in U.S. dollars and are non-refundable. If we change the fees for all or part of the UNBOARD IT Platform, including by adding fees or charges, we will provide you advance notice of those changes. If you do not accept the changes, we may discontinue providing the applicable part of the UNBOARD IT Platform to you.
6. Deactivation and Suspension
UNBOARD IT may deactivate your account or limit your use of the UNBOARD IT Platform upon its determination that you breached a provision of these Terms (a “User Breach”).
If UNBOARD IT suspends or deactivates your account or limits your use of the UNBOARD IT Platform pursuant to this Section 6, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
Even after your right to use the UNBOARD IT Platform is suspended, terminated or limited, the Terms will remain enforceable against you. UNBOARD IT reserves the right to take appropriate legal action pursuant to these Terms.
UNBOARD IT reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the UNBOARD IT Platform at its sole discretion. UNBOARD IT will provide you with notice of any such modification or discontinuation as required by law. To the extent permitted by law, UNBOARD IT shall not be liable to you for any modification or discontinuance of all or any portion of the UNBOARD IT Platform. UNBOARD IT has the right to restrict any User from accessing or using the UNBOARD IT Platform if such User may threaten the safety and integrity of the UNBOARD IT Platform, or if such restriction is necessary to address any other reasonable business concern.
If you wish to terminate your use of the UNBOARD IT Platform, you may do so at any time by ceasing all use of the UNBOARD IT Platform and deactivating your account.
7. Account Password and Security
For certain features of the UNBOARD IT Platform, you must register with UNBOARD IT and create an account to use the UNBOARD IT Platform. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by UNBOARD IT for accessing the UNBOARD IT Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. UNBOARD IT has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to notify UNBOARD IT immediately.
You verify that any contact information provided to UNBOARD IT, its agents and Affiliates, and Users, including your name, business name, email address, your residential or business telephone number, and/or your mobile telephone number, is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or deactivate your account. Should any of your contact information change, you are solely responsible for providing appropriate updates in your account.
8. User Generated Content
“User Generated Content” is defined as any information and materials you provide to UNBOARD IT, its agents, Affiliates, and corporate partners, or other Users in connection with your registration for and use of the UNBOARD IT Platform, including the Listing Content. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. UNBOARD IT is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, UNBOARD IT has no obligation to monitor or review User Generated Content, but reserves the right to limit or remove User Generated Content if it is not compliant with the terms of these Terms. By opening an account or using our service in connection with UNBOARD IT Platform, you grant us a perpetual, irrevocable, non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide right and license to use, modify, publicly perform, publicly display, reproduce, and distribute any User Generate Content on and through the UNBOARD IT Platform.
You hereby represent and warrant to UNBOARD IT that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality; (c) will not violate any law, statute, ordinance, code, or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (d) will not be defamatory, libelous, malicious, threatening, or harassing; (e) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (f) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with UNBOARD IT or otherwise purport to act as a representative or agent of UNBOARD IT; and (h) will not create liability for UNBOARD IT or cause UNBOARD IT to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.
If a User believes, in good faith, that any User Generated Content provided on or in connection with the UNBOARD IT Platform is objectionable or infringes any of its rights or the rights of others (e.g. invasion of privacy, infringement), the User is encouraged to notify UNBOARD IT. If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify UNBOARD IT. Such notification can be made by contacting us here. For more information on our handling of infringing content, please see Section 11 below.
9. Links to Third-Party Websites and Third-Party Tools
The UNBOARD IT Platform may contain links (such as hyperlinks) to third-party websites, or may include certain third-party tools that are subject to additional third-party terms. Such links and tools do not constitute endorsement by UNBOARD IT or association with those websites, their content or their operators. Such links (including external websites that are framed by the UNBOARD IT Platform as well as any advertisements displayed in connection therewith) and tools are provided as an information service, for reference and convenience only. UNBOARD IT does not control any such websites or tools, and is not responsible for their availability, accuracy, content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. UNBOARD IT is not involved in the creation or development of third-party websites or tools and disclaims any responsibility for third-party websites or tools, and cannot be liable for claims arising out of or relating to third-party websites or tools. Further, UNBOARD IT has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the UNBOARD IT Platform at its sole discretion.
10. Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including UNBOARD IT designs, trademarks, and logos (collectively “Proprietary Material”) that Users see or read through the UNBOARD IT Platform is owned or licensed by UNBOARD IT, excluding User Generated Content, which Users hereby grant UNBOARD IT a license to use as set forth above in Section 8. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. UNBOARD IT or its licensors own all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the UNBOARD IT Platform without UNBOARD IT’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Generated Content. Any use of such Proprietary Material other than as permitted herein is expressly prohibited.
The service marks and trademarks of UNBOARD IT are service marks owned by UNBOARD IT. Any other trademarks, service marks, logos and/or trade names appearing via the UNBOARD IT Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of UNBOARD IT.
11. Copyright Complaints and Copyright Agent
UNBOARD IT respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the UNBOARD IT Platform infringe upon your copyright or other intellectual property right, please send the following information to our copyright agent at Whiteford, Taylor & Preston LLP, Attn: Slaven Jesic, 7 Saint Paul Street, Baltimore, MD 21202, 410.347.8709, [email protected].
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the UNBOARD IT Platform where the material you claim is infringed is visible. Include enough information to allow UNBOARD IT to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your name, address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.
12. Disclaimer of Warranties
A. Use Of The UNBOARD IT Platform Is Entirely At Your Own Risk
THE UNBOARD IT PLATFORM IS PROVIDED ON AN “AS IS” and “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION AND NON-INFRINGEMENT. UNBOARD IT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE UNBOARD IT PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE UNBOARD IT PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE UNBOARD IT PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
UNBOARD IT will not be a party to or in any way be responsible for any transaction between you and other Users, or you and third-party providers of products or services. As with a potential purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, UNBOARD IT and Affiliates do not warrant that access to the UNBOARD IT Platform will be uninterrupted or that the UNBOARD IT Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the UNBOARD IT Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Listing, Listing Content, service, information or materials provided through or in connection with the use of the UNBOARD IT Platform. UNBOARD IT and Affiliates are not responsible for the conduct, whether online or offline, of any User. UNBOARD IT and Affiliates do not warrant that the UNBOARD IT Platform is free from computer viruses, system failures, worms, Trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites or tools. UNBOARD IT and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.
UNBOARD IT is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of the Listings, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users. As such, UNBOARD IT assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you or any User takes based on the UNBOARD IT Platform or any other information available through or in connection with the UNBOARD IT Platform.
Potential buyers may utilize the seller contact information provided in connection with the Listing to contact the seller, to initiate communications or express interest in buying the property described in the associated Listing. You will be responsible for your communication undertaken with any other User, which will in all instances occur outside the scope of the services provided by the UNBOARD IT Platform. UNBOARD IT Platform does not facilitate or offer any opportunity or means for communication between the Users, including any phone calls, virtual meetings, video calls or meetings, correspondence, document or disclosure exchange, email, or any text or other messaging functionality. Any communication or documents exchanged directly between the Users must happen through their respective communication channels outside the UNBOARD IT Platform, and UNBOARD IT disclaims any responsibility or liability for such communications or interactions.
UNBOARD IT does not provide, and the scope of the services provided by the UNBOARD IT Platform does not include, any (a) any financial, legal, tax, accounting, or professional or technical advice or services of any kind, (b) title and escrow services, or other settlement services, (c) loan origination, loan processing, or underwriting services, including any pre-qualification or pre-approval decisions for loans; (d) disclosure of any specific loan terms or conditions under any state or federal law, or (e) processing or storing of background or credit check information related to any User, regardless of the purpose. You acknowledge and agree not to use any information obtained from the UNBOARD IT Platform for any of the foregoing purposes.
B. No Liability
UNBOARD IT is only willing to provide the UNBOARD IT Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold UNBOARD IT and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorney’s fees and costs (collectively, “Liabilities” ) that have arisen or may arise, relating to your or any other party’s use of or inability to use the UNBOARD IT Platform, including any Liabilities arising in connection with the conduct, act or omission of any User, any dispute with any User, any instruction, advice, act, or service provided by UNBOARD IT and/or its Affiliates, and any destruction of your User Generated Content.
UNDER NO CIRCUMSTANCES WILL UNBOARD IT AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR, AND YOU HEREBY RELEASE UNBOARD IT AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY UNBOARD IT, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEYS FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE UNBOARD IT PLATFORM OR THE TASK SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. Some jurisdictions do not allow the exclusion of certain warranties, liabilities, or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety.
UNBOARD IT AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS UNBOARD IT PLATFORM. UNBOARDUNBOARD
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT UNBOARD IT AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO UNBOARD IT FOR USE OF THE UNBOARD IT PLATFORM DURING THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, AND (B) $100.00 U.S. DOLLARS.
IF YOU ARE A CALIFORNIA RESIDENT, TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
You hereby agree to indemnify, defend, and hold harmless UNBOARD IT and Affiliates from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation on, the UNBOARD IT Platform (ii) your breach or violation of these Terms; (iii) your violation of any law, regulation, or the rights of any User or third party; (iv) your failure to abide by your representations and warranties in these Terms; (v) any content submitted by you or using your account to the UNBOARD IT Platform, including to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; (vi) any dispute or issue between you and any third party, including other Users, and (vii) your willful misconduct. . UNBOARD IT reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of UNBOARD IT.
14. Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND UNBOARD IT CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND UNBOARD IT TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the UNBOARD IT Platform, your relationship with UNBOARD IT, or these Terms (including previous versions), (“Dispute”), you and UNBOARD IT agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating any out of court settlement (such as mediation or arbitration) or court proceeding. Such informal negotiations will commence upon written notice. Your addresses for such notices are the mailing and email address you have provided to UNBOARD IT. UNBOARD IT’s address for such notice is:
Unboard It, LLC
4401 Eastern Ave., Suite 61, Baltimore MD 21224
(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND UNBOARD IT MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with UNBOARD IT.
To the fullest extent permitted by applicable law, you and UNBOARD IT agree to arbitrate any and all Disputes and claims relating to, arising from or regarding your use of the UNBOARD IT Platform, your relationship with UNBOARD IT, or these Terms (including previous versions), including claims by UNBOARD IT, claims against UNBOARD IT and claims against UNBOARD IT’s Affiliates (“collectively, “Claim” or “Claims” ).
If there is a dispute about the arbitrability of any Claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and UNBOARD IT agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND UNBOARD IT ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and UNBOARD IT agree that any arbitration will be limited to the Claim between UNBOARD IT (and/or, if applicable, its Affiliates) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND UNBOARD IT ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and UNBOARD IT otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
(c) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in these Terms, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and UNBOARD IT agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. Unless you and UNBOARD IT agree otherwise, any arbitration hearings will take place in the county in which you reside. If AAA arbitration is unavailable in such county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. In lieu of in-person proceedings, the parties may mutually agree that the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; or (b) through a non-appearance based telephone hearing or video conference.
At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.
(d) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:
- Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
- Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and
- Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.
These Terms and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(f) Opt Out of Arbitration Agreement
You may opt out of the Arbitration Agreement by notifying UNBOARD IT in writing within 30 days of your agreement to these Terms. To opt out, you must send us a signed written notification that includes (a) your account username or your name, (b) your address, (c) your telephone number, (d) your email address, and (e) a clear statement indicating that you wish to opt out of the Arbitration Agreement. If UNBOARD IT makes any future change to this Arbitration Agreement, you may reject the change by sending UNBOARD IT written notice within 30 days of the change. By timely rejecting a future change, you are agreeing that you will arbitrate any Claim in accordance with the language of this Arbitration Agreement, as modified by any changes that you did not reject.
15. No Agency; No Employment
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.
16. General Provisions
Failure by UNBOARD IT to enforce any provision(s) of these Terms will not be construed as a waiver of any provision or right. These Terms constitute the complete and exclusive agreement between you and UNBOARD IT with respect to its subject matter, and supersede and govern any and all prior agreements or communications. The provisions of these Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from these Terms without affecting the validity, legality or enforceability of any of the remaining provisions. We may assign or transfer these Terms without your consent, including to : (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) any other successor or acquirer. Upon the effective date of the assignment of these Terms (a) UNBOARD IT shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment and, (b) the assignee entity shall replace UNBOARD IT for the performance of these Terms. These Terms may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 16 shall be null and void. These Terms will inure to the benefit of UNBOARD IT, its successors and assigns. All parts of these Terms which by their nature should survive the expiration or termination of the Terms shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms or your use of the UNBOARD IT Platform. The words “include(s)” or “including” mean “include(s) without limitation” and “including without limitation,” respectively.
17. Changes to these Terms and the UNBOARD IT Platform
UNBOARD IT reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of these Terms and review, improve, modify or discontinue, temporarily or permanently, the UNBOARD IT Platform or any content or information through the UNBOARD IT Platform at any time, effective with or without prior notice and without any liability to UNBOARD IT. UNBOARD IT may also impose limits on certain features or restrict your access to part or all of the UNBOARD IT Platform without notice or liability.
UNBOARD IT will endeavor to notify you of material changes to these Terms by email, but will not be liable for any failure to do so. What constitutes a material change will be determined in our sole discretion. If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance with these Terms, you must deactivate your account, and immediately stop using the UNBOARD IT Platform. Your continued use of the UNBOARD IT Platform following any revision to these Terms constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.
18. No Rights of Third Parties
The provisions of these Terms are for the sole benefit of the parties and their permitted successors and assigns, and they will not be construed as conferring any rights to any third or to give any person or entity other than the User any interest, remedy, claim, liability, reimbursement, claim of action or any other claim of action with respect to or in connection with any agreement or provision contained herein or contemplated hereby. None of the terms of these Terms are enforceable by any persons who are not a party to these Terms.