Last Updated: September 28, 2021
1 Our Terms.
These Terms of Service, together with any other terms or policies incorporated herein by reference, as amended from time to time (collectively, this “Agreement”) constitute a legally binding agreement between you and Relocity, Inc. (“Relocity”) governing your access to and use of Relocity’s websites (including, without limitation, https://relocity.com/) (the “Websites”), software, web and mobile applications (the “App(s)”), application program interfaces (the “APIs”), and related products, services, information, and communications (collectively, the “Relocity Platform”). You and Relocity are referred to herein, individually as a “party,” and collectively as the “parties.”
If you access or use the Relocity Platform as an individual not formally associated with an entity, then you are entering into this Agreement on your own behalf. If you access or use the Relocity Platform on behalf of a company, organization, government, or other legal entity, then you are entering into this Agreement on behalf of the entity that you represent. If your employer (your “Sponsor”) has provided you access or use of the Relocity Platform, then you are entering into this Agreement on your own behalf; provided that, in the event of any conflict between the terms of this Agreement and the terms of any agreement between your Sponsor and Relocity for the provision of Relocity Platform to you, then your Sponsor’s agreement will control to the extent of any conflict and all other respects of this Agreement shall remain in full force and effect. You hereby represent and warrant to Relocity that (i) you are of legal age to form a binding contract with Relocity, (ii) you have the authority to enter into this Agreement personally or on behalf of the entity you represent, (iii) you are otherwise legally capable of entering into and performing this Agreement, and (iv) you are not a person or acting on behalf of an entity barred from receiving or using the Relocity Platform under the laws of the United States or any other applicable jurisdiction.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING, BROWSING, OR USING THE RELOCITY PLATFORM, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR DOWNLOADING AN APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND COMPLY WITH ITS TERMS, YOU CANNOT ACCESS OR USE THE RELOCITY PLATFORM.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE SECTION 10.4) THAT REQUIRES ANY DISPUTES BETWEEN YOU AND RELOCITY TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND YOU AGREE TO WAIVE YOUR RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. THE PLATFORM.
1.1. Ownership. Relocity and its licensors reserve sole and exclusive ownership of all right, title, and interest in and to the Relocity Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein. The Relocity Platform includes, without limitation, all of Relocity’s proprietary technologies, including but not limited to software, applications, computer programs, source code, object code, algorithms, systems, processes, methods, formatting, layout, designs, patents, or other technology, whether or not patentable, copyrightable or otherwise subject to intellectual property protection, whether now in existence or hereinafter devised, including any and all modifications, reconfigurations, and enhancements thereto.
1.2. Relocity Platform License. Subject to your compliance with this Agreement, Relocity grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license for you to access and use the Relocity Platform during the term of your or your Sponsor’s applicable subscription period. Relocity and its licensors reserve all rights and licenses in and to the Relocity Platform not expressly granted under this Agreement.
1.3. Relocity Platform Restrictions; Prohibited Uses. You hereby acknowledge that the Relocity Platform contains trade secrets of Relocity and its licensors, and you agree that you will not access or use the Relocity Platform in any manner inconsistent with Relocity’s proprietary rights. You will not, and agree not to, (a) use, or permit the use of, the Relocity Platform except as expressly authorized under this Agreement, (b) interfere with or disrupt the integrity or performance of the Relocity Platform or any third party application or data contained therein, (c) reverse engineer, decompile, disassemble, decrypt, or otherwise tamper with the Relocity Platform, (d) derive the trade secrets, source code, object code, algorithms, or such other code (in the form in which it is customarily read and edited) of the Relocity Platform, (e) defeat, avoid, by-pass, remove, disable, deactivate or otherwise circumvent any software protection mechanisms, restrictions on access, or any other features or functionalities of the Relocity Platform, (f) gain unauthorized access to the Relocity Platform, (g) disseminate viruses, adware, spyware, worms, or other malicious code in or through the Relocity Platform, (h) overload, flood, spam, or otherwise create an undue burden on the Relocity Platform infrastructure, (i) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Relocity Platform, (j) distribute, sell, sublicense, or otherwise transfer or provide access to the Relocity Platform to any third party, (k) access the Relocity Platform for the purpose of building a similar or competitive product or service, (l) monitor availability, performance, or functionality of the Relocity Platform for any benchmarking or competitive purposes, (m) remove, alter, or obscure any proprietary or intellectual property rights notices or marks appearing on the Relocity Platform, (n) use the Relocity Platform in any manner that is unlawful, in violation of any third party rights, or in violation of this Agreement, or (o) attempt to do any of the foregoing acts or assist or permit any third party to do any of the foregoing acts. If you access or use the Relocity Platform by or through a Sponsor, Relocity reserves the right to notify your Sponsor, or administrator associated with your Sponsor’s Account, with respect to your actual or alleged violation of this Agreement.
1.4. Feedback. If you provide Relocity with any suggestions, comments, requests, recommendations, or other feedback regarding the Relocity Platform (“Feedback”), you hereby irrevocably assign to Relocity all rights in the Feedback and agree that Relocity shall have the right to use such Feedback and related information in any manner it deems appropriate without any right to any compensation. Relocity will treat any Feedback you provide to Relocity as non-confidential and non-proprietary. You agree that you will not submit to Relocity any information or ideas that you consider to be confidential or proprietary.
1.5. Modifications to the Relocity Platform. Relocity reserves the right in its sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Relocity Platform (or any features or parts thereof) at any time and without liability.
2. YOUR USE OF THE PLATFORM.
2.1. Access; Account. You must register with Relocity and create an account to access or use the Relocity Platform (“Account”). You agree to provide current, true, accurate, and complete information necessary for the registration of your Account. Relocity reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter is or becomes inaccurate, false, or misleading. You are solely responsible for maintaining the confidentiality of any login credentials for your Account, including your email, user identification, and password. You are solely and fully responsible for all activities that occur under your Account, whether to not authorized by you. Relocity shall not be liable for any claims, losses, or damages that may occur as a result of your failure to maintain the confidentiality of your login credentials. You agree to promptly notify Relocity if your password is lost, stolen, or disclosed to an unauthorized third party, or you become aware of any unauthorized use of or access to your Account.
2.2. Acceptable Use. You agree to use the Relocity Platform only in accordance with (i) this Agreement, (ii) any written instructions, policies, guidelines, or requirements provided to you by Relocity or published to all users via push notification in the Relocity Platform, and (iii) all applicable federal, state, and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, or other duly authorized actions of any governmental authority with competent jurisdiction (“Applicable Laws”).
2.4. Communications. Relocity may communicate with you, and you expressly consent to receive communications from Relocity, via email, text messages, telephone calls, or pushed notifications regarding the services provided by the Relocity Platform and other issues related to your Account. You acknowledge that telephone calls to or from Relocity may be monitored and recorded for the purposes of quality control and training. If you access or use the Relocity Platform by or through a Sponsor, Relocity may communicate with your Sponsor, or administrator associated with your Sponsor’s Account, with respect to your Account.
2.5. Code of Conduct. Due to the personalized nature of the services provided by the Relocity Platform, you may, from time to time, personally interact with Relocity personnel or other persons. You acknowledge that your continued use of the Relocity Platform is contingent upon your continued observance of the following code of conduct (“Code of Conduct”). In connection with the Relocity Platform, you agree that you will not: (i) physically harm, threaten to harm, or intentionally or recklessly cause harm to any person or create a condition that endangers the health and safety of any person; (ii) make or attempt any unwanted sexual advance or statement to any person; (iii) threaten, harass, stalk, intimidate, or engage in any other aggressive or bullying behavior against any person; (iv) use any vulgar or obscene language or otherwise engage in behavior that is likely to make others feel uncomfortable, embarrassed, or offended; or (v) engage in any behavior that discriminates against any person because of the individual’s race, color, sex, age, national origin, handicap, sexual orientation, or religion. The purpose of this Code of Conduct is to ensure the safety, comfort, and enjoyment of all involved when you use the Relocity Platform. Any violation of this Code of Conduct shall be deemed a material breach of this Agreement, and Relocity may suspend or terminate your Account.
2.6. Third Party Applications. Relocity may make various third party applications available for use in connection with the Relocity Platform (the “Third Party Applications”). By authorizing any Third Party Applications in connection with the Relocity Platform, you acknowledge and agree that (a) such Third Party Applications may have access to your data in connection with the interoperation with and support of such Third Party Applications on the Relocity Platform, (b) your use of such Third Party Applications may require you to agree to a separate agreement or terms and conditions with such Third Party Applications, which will govern your use of such Third Party Applications, and (c) Relocity shall not be responsible for any use, disclosure, modification, or deletion of your data by such Third Party Applications or for any act or omission on the part of such Third Party Applications. Relocity shall have no liability for any claims, losses, or damages arising out of or in connection with your use of any Third Party Applications that are accessed from or used in combination with the Relocity Platform. Relocity does not warrant or support Third Party Applications or any other non-Relocity product or service, regardless of whether such Third Party Applications are promoted or made available through the Relocity Platform or are designated by Relocity as “certified,” “approved,” or “working with” Relocity or the Relocity Platform.
2.7. External Links. The Relocity Platform may contain links to other independent third party websites (“External Links”). These External Links are provided solely as a convenience to you. Such External Links are not under Relocity’s control, and Relocity is not responsible for and does not endorse the content of such External Links, including any information and materials contained on such External Links. You need to make your own independent judgement regarding your interaction with these External Links.
2.8. Export Compliance. The Relocity Platform is controlled and operated by Relocity in the United States. The Relocity Platform may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not access or use the Relocity Platform in any U.S.-embargoed country or region or in violation of any U.S. export law or regulation. You will not use the Relocity Platform to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you reside or are located.
2.10. No Dependence on Future Functionality. You agree that you are not entering into this Agreement in reliance upon or contingent on the provision of any functionality not currently provided as part of the Relocity Platform, and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in a writing signed by an authorized officer of Relocity.
2.11. Beta Access. You may be invited to participate in the review, use, and testing of pre-release versions of the Relocity Platform or new features or functionalities of the Relocity Platform which may be identified as “beta,” “early access,” “evaluation,” “preview,” “test,” “pre-release,” or similar term (“Beta Access”). You acknowledge and understand that your participation in such Beta Access is not required, is at your own risk, is made available on an “as is” basis only, and may be subject to additional terms related to their use.
2.12. Suspension and Termination. In addition to any other remedies that may be available, Relocity reserves the right to take remedial action that it deems necessary, including the immediate suspension or termination of your Account, at any time, without liability to Relocity, should you fail to abide by the terms of this Agreement or, if in Relocity’s sole discretion, such action is deemed necessary to prevent, investigate, or otherwise address a threatened or actual disruption to or misuse of the Relocity Platform. Relocity reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Relocity Platform, at any time, with or without notice to you, in its sole discretion. You may terminate this Agreement at any time by ceasing all use of the Relocity Platform and deactivating your Account. Even after your right to use the Relocity Platform is suspended or terminated, this Agreement will remain enforceable against you and Relocity reserves all rights and remedies available to it pursuant to this Agreement.
3. THIRD PARTY SERVICES
3.1. The Marketplace. Relocity operates a virtual marketplace (the “Relocity Marketplace”) that may enable you to independently contract with various third party service providers through the Relocity Platform (“Marketplace Providers”) for certain goods and services including, without limitation, relocation and related services, such as movers, storage companies, temporary housing, household goods suppliers, and tax and immigration advisors (collectively, the “Third Party Services”).
3.2. Engaging Marketplace Providers. You are responsible for the direct purchase of any Third Party Services from Marketplace Providers. The purchase of Third Party Services may be subject to the terms and conditions, agreements, and privacy and security policies of the Marketplace Provider, which will govern your use of such Third Party Services. You are solely responsible for reviewing such Marketplace Providers’ policies and practices to ensure that they meet your requirements. In order to facilitate the Third Party Services, you authorize Relocity to share your data to Marketplace Providers that you expressly request to inquire about or purchase Third Party Services from or through the Relocity Platform. Any exchange of data between you and any Marketplace Providers is solely between you and such Marketplace Providers. To the extent you authorize the access to or transmission of your data to certain Marketplace Providers, Relocity shall not be responsible for any use, disclosure, modification, or deletion of such data by such Marketplace Providers or for any act or omission on the part of such Marketplace Providers. Relocity shall have no liability for any claims, losses, or damages arising out of or in connection with your use of any Third Party Services from Marketplace Providers that are accessed from, purchased through, or used in combination with the Relocity Platform.
3.3. Assumption of Risk; No Warranties on Third Party Services. RELOCITY OPERATES AS AN ONLINE MARKETPLACE THAT MAY CONNECT INDIVIDUALS LIKE YOU WITH MARKETPLACE PROVIDERS FOR THIRD PARTY SERVICES. SHOULD YOU ENGAGE ANY MARKETPLACE PROVIDERS FOR THIRD PARTY SERVICES, SUCH MARKETPLACE PROVIDERS ARE YOUR INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, JOINT VENTURERS, FRANCHISEES, INDEPENDENT CONTRACTORS, OR AGENTS OF RELOCITY. RELOCITY DOES NOT PERFORM THIRD PARTY SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM THIRD PARTY SERVICES. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS ARISING FROM, THE SELECTION, PURCHASE, USE, AND RECEIPT OF ANY THIRD PARTY SERVICES FROM MARKETPLACE PROVIDERS. RELOCITY DOES NOT WARRANT OR SUPPORT THIRD PARTY SERVICES OR ANY OTHER NON-RELOCITY PRODUCT OR SERVICES, REGARDLESS OF WHETHER SUCH THIRD PARTY SERVICES ARE PROMOTED OR MADE AVAILABLE THROUGH THE RELOCITY PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT RELOCITY HAS NO CONTROL OR ABILITY TO CONTROL ANY THIRD PARTY SERVICES AND DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL, OR MONITOR ANY MARKETPLACE PROVIDER’S WORK. ACCORDINGLY, RELOCITY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RESPONSIBILITY OR LIABILITY FOR MARKETPLACE PROVIDERS OR THE THIRD PARTY SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.
4.1. Definition of Confidential Information. In connection with this Agreement, Relocity may disclose certain information to, or make certain information available to, the you, whether orally, in writing, or otherwise, that is either identified as, or reasonably should be understood to be, confidential or proprietary given the nature of the information and the circumstances of disclosure (“Confidential Information”). Without limiting the generality of the foregoing, Confidential Information includes all of Relocity’s trade secrets, confidential and proprietary information, and all other nonpublic information that the public or other third parties could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include business, scientific, technical, engineering, or financial information such as, business and marketing plans, technology and technical documentation, product plans and roadmaps, research and development, fee structure and pricing, business methods and processes, strategies, forecasts, proposals, and the results of any audit related to the Relocity Platform.
4.2. Protection of Confidential Information. Except with the express prior written permission of Relocity, or as required by Applicable Laws, you will not disclose, disseminate, or otherwise communicate, in whole or in part, the Confidential Information to any third party. If relevant, you may disclose the Confidential Information to your authorized employees or representatives who need to know such Confidential Information for purposes consistent with this Agreement and are bound by confidentiality obligations that are at least as restrictive as those contained herein. You agrees to protect the Confidential Information from disclosure with the same degree of care used to protect the confidentiality of your own confidential information, but in no event less than reasonable care. You shall promptly notify Relocity in writing if you become aware of, or have reasonable grounds to suspect, any unauthorized disclosure of the Confidential Information.
5. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE RELOCITY PLATFORM IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RELOCITY PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, AND RELOCITY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEAL OR USAGE OF TRADE. RELOCITY DOES NOT WARRANT THAT THE RELOCITY PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE RELOCITY PLATFORM PERFORMANCE OR RESULTS ARE GUARANTEED, THAT DEFECTS IN THE RELOCITY PLATFORM WILL BE CORRECTED, OR THAT THE RELOCITY PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RELOCITY OR ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
You agree to indemnify, defend, release, and hold harmless Relocity and its parents, subsidiaries, affiliates, successors and assigns, and its and their directors, officers, employees, agents, and representatives (the “Relocity Parties”) from and against all damages, losses, and expenses (including reasonable attorneys’ fees) arising directly or indirectly from or related to (i) your breach or violation of this Agreement, (ii) your use or inability to use the Relocity Platform, (iii) any negligent acts, omissions, or willful misconduct by you, or (iv) your violation of the rights of any third party or any Applicable Laws. Relocity reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Relocity in asserting any available defenses. You will not, in any event, settle any claim or matter subject to indemnification by you without the prior written consent of Relocity.
7. LIMITATION OF LIABILITY.
TO THE EXTENT NO PROHIBITED BY APPLICABLE LAWS, IN NO EVENT WILL THE RELOCITY PARTIES BE LIABLE TO YOU IN ANY MANNER, UNDER ANY THEORY OF LIABILITY AND HOWEVER CAUSED, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFITS, LOSS OF DATA, LOSS OF USE, OR OTHER INTABGIBLE LOSSES (INCLUDING ATTORNEYS FEES AND COSTS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS TO USE THE RELOCITY PLATFORM, WHETHER OR NOT YOU WERE ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE RELOCITY PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE RELOCITY PLATFORM EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY YOU OR YOUR SPONSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE RELOCITY PARTIES.
YOU HEREBY RELEASE THE RELOCITY PARTIES AND THEIR SUCCESSORS, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAWS, FROM ANY AND ALL LIABILITIES, LOSSES, DAMAGES, RIGHTS, CONTROVERSIES, CLAIMS, OR ACTIONS OF ANY KIND OR NATURE, INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, PUNITIVE, OR EXEMPLARY, INCLUDING ATTORNEYS FEES AND COSTS (COLLECTIVELY, “LIABILITIES”) DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO YOUR OR ANY OTHER PARTY’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE RELOCITY PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES ARISING IN CONNECTION WITH (I) THE CONDUCT, ACT, OR OMISSION OF ANY MARKETPLACE PROVIDER, (II) ANY DISPUTE WITH ANY MARKETPLACE PROVIDER OR REGARDING THIRD PARTY SERVICES, AND (III) ANY INSTRUCTION, ADVICE, SUGGESTION, RECOMMENDATION, ACT, OR SERVICE PROVIDED BY THE RELOCITY PARTIES OR ANY MARKETPLACE PROVIDER. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.
9. APP STORE ADDITIONAL TERMS AND CONDITIONS.
The following additional terms and conditions apply to you if you are using an App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace or any similar store or marketplace (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you). To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to Apps from the App Store.
9.1. Acknowledgement. You and Relocity acknowledge that this Agreement is made between you and Relocity only, and not with the App Store, and Relocity, not the App Store, is solely responsible for the Apps and the content thereof. With respect to any Apps accessed through or downloaded from the App Store, you agree to comply with all applicable third party terms of the relevant App Store (e.g., the App Store’s “Usage Rules” or “Terms of Service”) (the “App Policies”). To the extent this Agreement provides terms for the Apps that are less restrictive than the App Policies, or otherwise is in conflict with, the App Policies, the more restrictive or conflicting App Store term applies, as applicable.
9.2. Scope of License. The license granted to you for the Apps is limited to a non-transferable license to use App on either an iOS or Android device that you own or control and as permitted by the App Policies.
9.3. Maintenance and Support. Relocity is solely responsible for providing any maintenance and support services with respect to the Apps, as specified in this Agreement, if any, or as required under Applicable Laws. You and Relocity acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps.
9.4. Warranty. Relocity is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Apps to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price for App to you; and to the maximum extent permitted by Applicable Laws, the App Store will have no other warranty obligation whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Relocity’s sole responsibility.
9.5. Product Claims. You and Relocity you acknowledge that the App Store is not responsible for addressing any claims of you or any third party relating to the Apps or your possession or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation. This Agreement does not limit Relocity’s liability to you beyond what is permitted by Applicable Laws.
9.6. Intellectual Property Rights. You and Relocity acknowledge that, in the event of any third party claim that the Apps or your possession and use of the Apps infringe that third party’s intellectual property rights, Relocity, not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
9.7. Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
9.8. Developer Name and Address. Relocity’s contact information for any end-user questions, complaints or claims with respect to the Apps is firstname.lastname@example.org.
9.9. Third Party Terms of Agreement. You must comply with all applicable third party terms of agreement when using the Apps.
9.10. Third Party Beneficiary. Notwithstanding any other provision in this Agreement, you agree that the App Store (and its subsidiaries) is a third party beneficiary of this Agreement and will have the right to enforce this Agreement with respect to your use of the Apps.
10. GENERAL PROVISIONS.
10.1. Headings. The headings in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement.
10.2. Force Majeure. Relocity will not be liable for any delayed or inadequate performance under this Agreement to the extent caused by a condition that is beyond Relocity’s reasonable control, including, without limitation, natural disaster, fire, flood, and other acts of God, war, armed conflict, terrorism, contagion, epidemic, pandemic, strikes, labor disputes, civil disturbances, government actions, power outages, interruption or failure of the Internet or any utility service, failure of third party service providers or hosting services, denial of service attacks, or other similar occurrences (each, a “Force Majeure Event”).
10.3. Governing Law; Venue; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. If for any reason an action proceeds in court rather than in arbitration, it must be brought exclusively in a state or federal court of competent jurisdiction located in Los Angeles County, California, and each party irrevocably consents to the exclusive personal jurisdiction and venue therein This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
10.4. Mandatory Arbitration; Class Action Waiver. The parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. Except for actions (a) to protect a party’s intellectual property, or (b) to enforce an arbitrator’s decision hereunder, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE SUBMITTED TO AND RESOLVED EXCLUSIVELY BY CONFIDENTIAL, FINAL, AND BINDING ARBITRATION administered by the American Arbitration Association (“AAA”) pursuant to (a) if Client is an entity based in the United States, then the AAA’s then-prevailing Commercial Arbitration Rules and Mediation Procedures, or (b) if Client is an entity based outside of the United States, then the AAA’s then-prevailing International Dispute Resolution Procedures (the “AAA Rules,” as applicable). The most recent version of the AAA Rules are available at https://www.adr.org/rules, and are hereby incorporated into and made a part of this Agreement. The arbitration shall be before a single, neutral arbitrator who is a licensed attorney with experience in California law or a former or retired state or federal court judge. If the parties cannot agree upon selection of an arbitrator, then the parties agree that AAA will appoint an arbitrator experienced in the enterprise software industry. Arbitration will be conducted in English. The location of arbitration will be Los Angeles County, California, unless another location is mutually agreed by the parties. EACH PARTY AGREES THAT THE ARBITRATION WILL BE CONDUCTED IN ITS INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS, CONSOLIDATED, OR OTHER REPRESENTATIVE ACTION. Each party expressly waives its right to file a class action or seek relief on a class basis, and no arbitrator may consolidate more than one person or entity’s claims or otherwise preside over any form of a representative or class proceeding, unless otherwise mutually agreed by the parties. Arbitration may be initiated by any party by giving to the other party written notice requesting arbitration, which notice shall also include a statement of the claims asserted and the facts upon which the claims are based. The arbitrator does not have any power to alter, amend, modify or change any of the terms or provisions of this Agreement. Except as prohibited in this Agreement, the arbitrator will have the authority to award any remedy or relief otherwise available in a court of law. The arbitrator must provide a reasoned written opinion including detailed findings of fact and conclusions of law in support of any award. Any arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Any party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement or to enforce an arbitration award. Except as may be required by law or to enforce an arbitration award, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding the foregoing, either party may, without waiving any remedy under this Agreement, seek equitable or injunctive relief as permitted by this Agreement or under Applicable Laws from any court of competent jurisdiction. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.
10.5. Notices. Relocity may provide general notices related to the Relocity Platform that are applicable to all customers via email or in-app notifications and such notices shall be deemed to satisfy any legal requirement that notice be made in writing. Any other notices (including all notices from you) must be sent via email, registered or certified mail with return receipt requested and postage prepaid, or overnight courier to the addresses of the parties and are deemed given when received. Notices to you will be sent via email to the primary email address for your Account or to the address associated with your Account. Notices to Relocity must be sent via email to email@example.com and to the following address: Relocity, Inc., Attn: Legal Department, 10250 Constellation Blvd., #100, Los Angeles, CA 90067. General questions or requests for support in connection with the Relocity Platform should be directed to firstname.lastname@example.org.
10.6. Consumer Complaints. If you are a California resident, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.8. Relationship of the Parties. This Agreement is not intended, does not create, and will not be construed to create any partnership, joint venture, franchise, fiduciary, agency, employment, or any other relationship between the parties.
10.9. No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
10.10. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise of any remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to any other remedies under this Agreement or other rights and remedies available at law or in equity.
10.11. Equitable Remedies. You hereby agree that if this Agreement is not specifically enforced, Relocity will be irreparably damaged, and therefore you agree that Relocity shall be entitled to appropriate equitable remedies with respect to enforcement of this Agreement, without posting a bond, other security, or proof of damages, in addition to any other available remedies at law or in equity.
10.12. No Waivers. Relocity’s failure or delay to exercise or enforce any right or provision of this Agreement will not constitute a waiver of that or any other right or provision of this Agreement. Any waivers granted hereunder are effective only if in a writing signed by Relocity expressly granting such waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.
10.13. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, under present or future law, such provision will be modified to the minimum extent necessary to remedy such invalidity, illegality, or unenforceability and interpreted so as best to accomplish the objectives of the original provision and original intent of this Agreement to the fullest extent permitted by law, and the remaining provisions of this Agreement will continue in full force and effect.
10.14. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Relocity.
10.15. Binding Effect. This Agreement will be binding upon and inure to the benefit of your heirs, executors, administrators, successors, legal representatives, and permitted assigns.
10.16. Entire Agreement. This Agreement constitutes the entire agreement between you and Relocity relating to the subject matter herein, including, without limitation, your access to and use of the Relocity Platform, and supersedes and replaces any prior or contemporaneous discussions, representations, proposals, negotiations, understandings, and agreements between the parties, whether written or oral, with respect to this subject matter.
10.17. Changes to this Agreement. Relocity reserves the right, in its sole and absolute discretion, to change, modify, update, add to or delete any of the terms and conditions of this Agreement, at any time, effective with or without notice and without any liability to Relocity. Relocity will endeavor to provide you with advanced written notice of any material changes to this Agreement, but will not be liable for any failure to do so. Notice may be given to you via email or in-app notification and the most current version will be available at https://relocity.com/terms. Relocity will also update the “Last Updated” date at the top of this Agreement and will become effective upon that date, except as otherwise specified by Relocity in writing, and when effective will supersede all prior versions. Your continued access to or use of the Relocity Platform after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. If you do not agree to any changes, you must immediately stop using the Relocity Platform and promptly notify Relocity in writing.