Terms of Use

Terms of Use

LAST UPDATED ON 5/19/2026

For Prior Versions:
ARCHIVE — TERMS UPDATED 4/28/2023

1, Legal Contract.

1.1           Welcome to the SiteCompli website (the “Website”).  These terms of use apply to, without limitation, the use of any information, data, or analytics from this Website and/or the Services (as defined below), as well as any and all other interactions with SiteCompli, LLC (“Company”), and constitute a legally binding agreement between you and the Company (the “Terms of Use”).  Your continued use of the Website and/or the Services is hereby deemed to mean that you agree to be bound by the following in addition to the Terms of Use: (a) Company’s privacy policy which is located at https://sitecompli.com/privacy (the “Privacy Policy”), (b) any other statements, rules or policies made and set forth by Company in its sole discretion; and (c) any order document you executed with Company that incorporates these Terms of Use by reference, including without limitation an agreement or order form (each an “Customer Order”), all of which are hereby incorporated herein by reference with the same force and effect as if set forth herein separately and in their entirety, and shall be deemed the “Agreement”.  If you are a Customer (defined below), additional terms and conditions may apply to your use of the Website and/or the Services as specified in your Customer Order.

As used in the Terms of Use when referencing a user of the Website, “you” includes a Customer (as defined in the Customer Order), you, your company, your employees, your representatives, your agents, your affiliates, your subsidiaries, your successors, your assigns, your Delegate Account Holder(s) (as defined below), your Authorized User(s) (as defined below), your building managers, contractors and other building employees and/or any other third party acting on your behalf in connection with Company, the Website and/or the Services.  By using the Website or Services, you do also consent to receive notices from Company and to communicate and transact with Company electronically as described below and in accordance with our Privacy Policy.  Please read these Terms of Use carefully.  If you do not wish to be bound by the Terms of Use, please do not use the Website or the Services in any manner.

1.2         By utilizing the Website, the Services, and/or by becoming a Customer via an executed Customer Order, you do hereby acknowledge the following:

  1. Company is neither a governmental nor a quasi-governmental agency and neither represents nor speaks on behalf of any government or quasi-government agency;
  2. Company is solely and exclusively a data provider and is not in a superior or more advantageous position to be able to locate, obtain or determine any data than anyone else may be in conducting his or her own due diligence concerning the data provided to you by Company and its employees;
  3. Company does not physically inspect any buildings;
  4. All data provided by Company is received and/or derived from sources that do not include physical inspection;
  5. Company is not responsible for – nor does it guarantee – the accuracy, completeness or correctness of any of the data provided to you;
  6. The Services are not a substitute for your own due diligence. They are intended only to enhance and supplement your own due diligence;
  7. All data is provided to you for informational purposes only;
  8. All data is provided to you “as is” and “as available” from various governmental and quasi-governmental agencies and other public databases;
  9. You assume all risk and liability for any actions you take, decisions you make or any other reliance you place on the information Company provides to you through the Website and/or the Services;
  10. Your payment of any Fees (defined in Section 11) to Company is separate from and not contingent upon any predetermined results or information Company conveys to you via the Website or the Services or any analysis, opinion, or conclusions drawn or derived from the Website or the Services;
  11. Company is under no obligation to make any affirmative disclosures to any individual or entity;
  12. Company does not provide legal advice; and
  13. The Services may contain Confidential Information (as defined below).

1.3         Customer Orders.  From time to time during the Term, you and Company may enter into one or more Customer Orders setting forth certain applicable Services to be provided by Company to you, as Customer. No Customer Order will amend, supersede, or negate any provision of the Agreement unless such Customer Order expressly states that it is amending such provision of the Agreement and is mutually executed by authorized representatives of Customer and Company.

1.4         Personal Data.  As stated above, all personal data and other information collected, processed, or handled by Company in connection with the Services is subject to and governed by Company’s Privacy Policy located at https://sitecompli.com/privacy, which is incorporated herein by reference. Customer acknowledges that it has reviewed the Privacy Policy and agrees to its terms. To the extent Customer provides to Company any personal data relating to Customer’s employees, tenants, vendors, or other third parties in connection with the Administrative and Consulting Services, Customer represents and warrants that it has all necessary rights, consents, and authorizations to disclose such data to Company for the purposes described in these Terms of Use, including without limitation, any Addendum and the Privacy Policy.

 

  1. Services.

2.1         Subject to your compliance with these Terms of Use, the Privacy Policy, and the Customer Order (as applicable), Company may provide you with certain products or services (the “Services”), some of which may require that you pay additional consideration to Company.  The Services may include, without limitation, Company: (a) sending you email alerts to you regarding key changes or events applicable to your portfolio of properties (“Email Alerts”); (b) providing you with access to the Website through which you may accomplish a number of tasks such as, without limitation, creating on-demand comprehensive reports regarding real property in your portfolio, integrating key compliance dates with popular online calendar programs, allowing you to associate relevant notes and documents to other materials in your portfolio, and allowing customized and separate access to the Website for your employees and vendors; (c) providing technical support; (d) providing information regarding hearings, violations and inspections; (e) providing verbal or written communications to you as needed; (f) providing online access to paperwork as available from various City agencies; and/or (g) certain additional professional and consulting services, which will be identified in the applicable Customer Order  as Services subject to the additional Administrative and Consulting Services Addendum attached hereto (“Administrative and Consulting Services”).   In the event of any conflict or inconsistency between the Administrative and Consulting Services Addendum and these Terms of Use, the Administrative and Consulting Services Addendum shall govern and control solely with respect to the corresponding Administrative and Consulting Services. While you may opt not to receive certain promotional or general information email communications, you shall nonetheless automatically receive Email Alerts.  If you are a Customer, you may customize Email Alerts by contacting your account representative at Company or by contacting support@sitecompli.com.

2.2        Annual Tenant Safety Mailings

2.2.1      As applicable, Company will provide its annual tenant notification mailing service (the “Mailing Service”) in connection with all of the residential buildings for which each Customer has subscribed within the SiteCompli Core Monitoring Service unless otherwise expressly set forth noted in these Terms of Use (the “Qualified Buildings”).

2.2.2     During the Annual Tenant Safety Mailings Period (as defined below), and subject to these Terms of Use, Company will mail the tenant notification package to each tenant of each of Customer’s Qualified Buildings (each tenant hereinafter referred to as a “Unit”) between January 1 and January 15 of each year (the “Annual Tenant Safety Mailings Period”) provided you have (a) confirmed in writing the final Unit list and any other building details as may be required by Company as necessary to perform the Service and (b) paid in full all Fees (defined below) due and owing pursuant to the Customer Order (as applicable) not later than December 31 of the preceding year.  Additionally, Company shall not be obligated to mail notification packages for any Qualified Building and/or Unit for which Customer has failed to provide Company in writing with the information requested by Company for Company to perform the Service for such Qualified Building and/ or Unit. Any such failure by Customer shall not reduce the Fees payable by Customer.  Each tenant notification package must include a response card that contains pre-paid postage in addition to other avenues such as an online response portal and telephone response system.  Customer may track its tenant responses via Company’s online portal during the Term provided Customer remains subscribed to the SiteCompli Core Monitoring Service.

2.2.3.     Pricing Overview.  Final Annual Tenant Safety Mailings pricing shall be determined by a pricing model based on a specified unit of measure (a “Unit”) multiplied by the actual number of Units at all Qualified Buildings as confirmed by Company during the setup process and set forth on Company’s invoice to Customer.  Customer represents and warrants that it is authorized to sign this Agreement and obtain the Service for and on behalf of each owner of a Qualified Building. In such event, references to “Customer” in these Terms of Use shall be deemed to include such owners of Qualified Buildings, and such owners of Qualified Buildings shall be bound by the Terms of Use.  Upon separate written agreement between Company and Customer, Company may invoice each such owner for that owner’s portion of the applicable Fees (i.e., the Per Unit price then in effect multiplied by the number of Units associated with such owner’s Qualified Buildings) and Customer shall remain fully and solely liable in the event any such owner does not pay its invoice in full in accordance with the payment terms set forth therein.  In the absence of such agreement, Company shall invoice Customer for all of the applicable Fees.

  1. Changes to the Terms of Use. Company may modify or amend the Terms of Use at any time in its sole discretion.  In the event of a modification or amendment to the Terms of Use, Company will only provide notice herein.  You are solely responsible for checking the Terms of Use from time to time to determine if any amendment(s) or modification(s) have been made and how they may affect your obligations thereunder.  Your continued use of the Website or the Services following any such amendment or modification shall be deemed to represent your acceptance of the Terms of Use as amended that are then in effect.  For purposes of clarity, Company retains the right to raise the price of the Services as long as Company does so not fewer than sixty (60) days prior to the end of the Term.
  2. Term and Termination. The Term of any Customer Order shall commence on the Effective Date (as defined in the Customer Order) and shall continue for an initial period set forth on the Customer Order under “Initial Term” (the “Initial Term”). This Agreement will automatically renew thereafter for successive periods as set forth in the Customer Order (each, a “Renewal Period” and, together with the Initial Term, the “Term”) unless either party gives the other party written notice of termination no fewer than thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term. Additionally, Company may terminate the Services or your access to the Website at any time immediately upon written notice if you fail to make any payment of applicable Fees due pursuant to the Customer Order (as applicable) not more than ten (10) days following the due date. Additionally, either party may terminate the Services with immediate effect by written notice to the other party if the other party (a) commits a material breach of any of the terms of the Customer Order or the Terms of Use and fails to remedy that breach within fifteen (15) days after that party has been notified of the breach, it being understood that such notice must reference the notifying party’s intent to terminate unless the breach is remedied, or (b) enters any arrangement with its creditors or becomes subject to external administration (including, without reservation, receivership) or ceases to be able to pay its debts as and when they become due or ceases to carry on business.
  3. Electronic Communications. You agree to communicate with Company exclusively via email. Company may communicate with you in its discretion either via email or by posting notices on the Website. You do hereby agree that all notices, disclosures, and other communications that Company makes electronically to you satisfy any legal requirement that such communications be in writing and be delivered to you. If you do not agree to receive electronic communications, you must stop using the Services and/or the Website.
  4. Building List. If you have an account with Company, you may provide Company via email with a written list of buildings for which you would like to use the Services initially (the “Building List”).  During the Term, you may add certain buildings to the Building List at any time via the Website or upon request to Company. During the Term, you may also remove buildings from the Building List only if during the Term such building ceases to owned or managed by you or any of your affiliates (and evidence thereof in form and substance satisfactory to Company, in its sole discretion, shall have been provided to Company).  It is your responsibility to periodically check your Building List to ensure that all of the buildings of interest are included therein.  Company assumes no responsibility for your Building List.   Except as may be set forth in a Customer Order (a) irrespective of the date upon which it is added to the Building List, any additional building will be billed for a full month as if the addition was made to the Building List on the first day of the month, and (b) permitted deletions of buildings from your Building List will take effect when the current billing period as indicated on your latest invoice has ended, or upon the requested deactivation date, whichever is later.  If the Customer Order or Services are terminated by either party, upon request, Company will provide you with a copy of information regarding your XLS/CSV export of your compliance data on file as soon as practicable in a machine-readable format at no additional charge, provided that you have paid in full all fees due to Company.  It is understood and agreed that you shall own all right, title and interest in and to your compliance information provided that you grant Company and its affiliates a perpetual, royalty-free, transferable license to use any such information in individual, aggregated or derivative form for purposes Company deems appropriate in its sole and absolute discretion.
  5. Delegate Account Holders. You acknowledge that, at your request and subject to Company’s prior written approval, which shall be in Company’s sole and absolute discretion, Company may create for you additional accounts for and/or grant access to the Services to additional individuals and/or entities (“Delegate Account Holders”) including, but not limited to, your employees, agents, and vendors.  No Delegate Account Holder may be an employee or contractor to any person or entity who provides services which are competitive to Company and/or with the Services.  Delegate Account Holders may have access to your account, property and/or compliance information.   You assume all responsibility for and shall accrue liability for any and all of the actions undertaken by Delegate Account Holders. For the avoidance of doubt, access to the Services by Delegate Account Holders is subject to all terms of this Agreement.  You acknowledge and agree that any violation or breach of this Agreement by a Delegate Account Holder constitutes your own violation or breach thereof.  Delegate Account Holders will receive e-mail marketing communications from which they may opt-out.  Delegate Account Holders will also receive E-mail Alerts regardless of whether Delegate Account Holders request to opt out of the aforementioned email marketing communications.  It is your responsibility to check periodically your Delegate Account Holder list to ensure that all of the individuals and/or entities of interest are included therein.   Company assumes no liability with regard to your Delegate Account Holder list.
  6. Export Rules. This Website and the Services are controlled and operated by Company from its offices within the United States.  Company makes no representation that any portion of the Services or other material accessed through this Website is appropriate or available for use in other locations, and access to the Website from other countries where its contents are illegal is prohibited. Those who choose to access the Services or this Website from other locations do so on their own volition, and at their sole risk, and are responsible for compliance with any and all applicable local laws. You may not export or re-export any portion of the Services except in full compliance with all applicable laws and regulations, and this Agreement. In particular, neither the Services nor any portion thereof may be exported or re-exported in violation of any sanctions, export control laws and/or regulations of the United States, or exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.
  7. Third Party Referrals/ Links.

9.1        To the extent that Company provides referrals to consultants, vendors or other professionals (“Third-Party Referrals”), such shall not be deemed to be an approval or endorsement thereof by Company. It is solely your responsibility to conduct your own due diligence regarding such Third-Party Referrals.  Interactions that occur between you and Third-Party Referrals are strictly between you and the Third-Party Referrals.  Company does not assume any liability or responsibility for any Third-Party Referrals.

9.2        The Website may contain links to other internet websites (“Third Party Site(s)”). Interactions that occur between you and Third-Party Sites are strictly between you and the Third-Party Sites.  Company does not investigate, monitor or check such Third Party Sites for accuracy, appropriateness, or completeness, and Company is not responsible for any Third Party Sites accessed through the Website or any content posted on, available through or installed from the Third Party Sites, including without limitation the content, actions, products, availability, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites.  Inclusion of, linking to, or permitting the use or installation of any Third-Party Site shall not be deemed to constitute or imply approval or endorsement thereof by Company.  If you decide to leave the Website and access the Third-Party Sites, you do so at your own risk and you should be aware that Company’s Terms of Use and other policies no longer govern.  You are wholly responsible for reviewing the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site to which you navigate from the Website.

  1.     Representations and Warranties.

10.1       Company represents and warrants that (a) it has the right, power and authority to perform the Services, (b) the Services will be reasonably available to you, which may be subject to your systems and other factors not in Company’s control including, but not limited to, the availability of government databases, third-party networks or Internet connections.

10.2       You represent and warrant that (a) you have the right, power and authority to enter into and perform all obligations set forth in the Customer Order (as applicable) and the Terms of Use; (b) you shall use the Services in accordance with all applicable laws; (c) for buildings that you own or control, you represent and warrant that you have general liability insurance in the amount of at least Five Million Dollars ($5,000,000.00) and property owner’s insurance in the amount of at least Five Million Dollars ($5,000,000.00); and (d) you have the authority to bind all of your Delegate Account Holders to the Customer Order (as applicable) and the Terms of Use that you shall pay all Fees incurred under your account whether or not incurred by you, a Delegate Account Holder or other third-party acting on behalf of or in connection with you.

  1. Payment of Fees. All fees, charges or other expenses for Services, including without limitation any pass through fees and markups (collectively, “Fees”) you pay to Company shall be non-refundable. Unless otherwise noted in the Customer Order, all Fees are due and payable thirty (30) days from your receipt of invoice from Company. Any per Unit Fees shall be calculated as stated in the applicable Customer Order.  Any Fees not paid when due shall bear interest at a monthly rate of one and one-half percent (1.5%).  If you fail to make any payment due within ten (10) days after the due date, or are otherwise in breach of any of the terms of the Customer Agreement (as applicable) or the Terms of Use, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth in the Customer Agreement or in the Terms of Use), Company reserves the right to suspend your access to the Services without any liability of Company to you, until such payments are paid in full or such breach is remedied to Company’s satisfaction.  You will pay Company all sales taxes or equivalent non-income based taxes on the Fees. You will be responsible for and shall reimburse Company for all fees and costs associated with collection of any past due amount owed by you.  Your obligation to pay Fees due and owing – as well as any interest which has accrued shall survive the termination of your use of the Services, the Website and/or of the Customer Agreement (if applicable) for any reason.
  2. Prohibited Conduct. Your use of the Website is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. You may not use the Website in any manner that could damage, disable, overburden, or impair Company’s servers or interfere with any other party’s use and enjoyment of the Services and/or the Website. You may not attempt to gain unauthorized access to any Services or information to which you have not been granted access through password mining or any other process. Company may take any and all legal, equitable, technical, operational, or other means available to it to prevent or cease any violation or breach of this provision and to otherwise enforce the Customer Agreement and/or the Terms of Use, including obtaining immediate injunctive relief without having to post a bond or show irreparable harm.  Any violation of this provision may also subject you to legal, equitable or other actions taken by third parties against you. You agree not to submit or transmit through the Website any material or engage in any conduct that:

12.1        Violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, or other intellectual or proprietary rights;

12.2        Is, without limitation, libelous, obscene, threatening, defamatory, pornographic, profane, sexually explicit, abusive, harassing, intimidating, fraudulent, invasive of another’s privacy, tortiously interferes with another, or is otherwise objectionable, or which otherwise violates any law, rule or regulation or the rights of a third party;

12.3        Forges email headers or otherwise disguises the origin of any communication;

12.4        Impersonates any person, business or entity including Company and/or our employees or agents;

12.5        Contains viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telephonic (including cable) equipment and/or is likely to harm Company’s or a third party’s computer system;

12.6        Tests the vulnerability of the Website or the Services or circumvents any security mechanism used by the Website or Services;

12.7        Allows for you or any third party to unlawfully access the computer and/or computer network of a third party;

12.8        Discloses, harvests, or otherwise collects information, including email addresses, or other private information about any third party without that party’s express consent;

12.9        Transmits junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited email or duplicative messages;

12.10     Encourages conduct that constitutes a criminal act or that gives rise to civil liability;

12.11     Violates the Terms of Use or any policy posted on this Website or otherwise interferes with the rights of others;

12.12     Attempts to or does reverse engineer, decompile, disassemble, or otherwise discover the source code of the Company’s software applications, processes, or other intellectual property;

12.13     Attempts to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to the Website, through hacking, password mining, or any other means; and/or

12.14     Attempts to copy, hack, emulate or otherwise use the Website in contravention of the Terms of Use either by yourself or with any third party, including, but not limited to, using or accessing the Website and/or the Services for the purpose of setting up a competitive website to the Company or assisting a competitive or rival website to the Company.

  1. Ownership; Acknowledgement of Rights.

13.1        Ownership.  The information, data, software and analytics available through the Website and the Services are the property of Company or its information providers and are protected by copyright and other intellectual property laws, including protection as a collective work or compilation. Company shall retain all right, title and propriety interest (including without limitation all copyrights, trademarks, patents, and trade secrets) in and to all components of the Website and the Services including the designs, user interfaces, protocols, the “look and feel” of all screens and the organization and presentation of any of its components and you shall not acquire any proprietary rights thereto.  You shall not alter or remove Company’s name, trademarks, copyright notices, disclaimers or other restrictive legends on the Website or the Services or any reports or information obtained through the Website or the Services.

13.2      Restrictions on Use.  Notwithstanding anything to the contrary set forth herein, the Services may not under any circumstance be used or be permitted to be used in any manner that is or could potentially be competitive with Company’s distribution or sale of all or any part of the Services or of any other product or service distributed or sold by Company from time to time and in no event may any Services or any reports, data or information provided through the Services be provided to any person or entity who provides services which are competitive with the Services.

13.3       License.   Subject to the terms and conditions of the Terms of Use and the Customer Order (as applicable), Company grants to you a limited, revocable, non-exclusive, non-transferable, nonsublicensable, nonassignable license during the Term to use the Website and use the Services solely for your personal and internal use in connection with monitoring real estate information.   You may not use any portion of the Services or the Website on a timeshare or service bureau basis or host, on a subscription basis or otherwise, or use any portion of the Website or Services for a third party. You may not use data-mining, robots, or any other data-gathering and extraction tools. You may not use webpage frames to enclose any part of the Website. You may not use any metatags or other hidden text that includes Company trademarks or trade names. You may not use the Services or the Website for any unlawful purpose.

13.4      Password.  Company will provide and authorize a password for each Delegate Account Holder. That password will be personal to each Delegate Account Holder and such Delegate Account Holder is obligated to keep the user name and password confidential and may not share the password with any other person. You must promptly notify Company in writing when any person ceases to be a Delegate Account Holder so that Company may immediately disable such person’s password. You may change Delegate Account Holders and obtain new passwords for such Delegate Account Holders only upon providing written notice to Company. You shall immediately notify Company in writing if any third party gains or has the potential to gain access to any of your passwords, and you shall be fully responsible for any and all activities that occur under any password, whether conducted by an employee or a third party.

13.5      Rights Reserved.  Company reserves all ownership and other rights in the Website and the Services not expressly included in the license herein, and nothing in this Agreement shall be deemed to convey or transfer to you any ownership rights in or to the Website or the Services.

13.6       Submissions.  With respect to any information, feedback, questions, and/or comments (collectively, “Submissions”) that you provide us via the Website, you grant to the Company a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material, without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees, for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques, without attribution. You further represent and warrant that if you are not the owner of such material, that the owner of such material has expressly granted you the foregoing license. You acknowledge and agree that any other user of the Website may access, view, store or reproduce the material for that user’s personal use and that Company shall have no obligations of any kind with respect to any Submissions.  In addition, you hereby waive all moral rights you may have in any Submissions sent to the Company by you.

  1. Copyright.

14.1      The contents of the Website, Email Alerts, reports, and other communications, electronic or otherwise, are owned by Company and are subject to copyright protection and may not be reproduced, displayed, disclosed to third parties or published in full or in part without the prior written consent of Company. Company grants to you a limited, non-exclusive, non-transferrable, nonsublicensable, nonassignable license to copy its content for your personal use, for example by downloading, printing, or saving to your individual storage medium. You must not remove or alter any proprietary notice included in the content. This limited license does not apply to any copyright protected materials on the Website that are owned by third parties. You are solely responsible for determining whether and under what conditions you may download, print, or otherwise use the copyright protected materials of third parties.  You understand that any unauthorized use of Company’s or a third party’s copyrighted materials may subject you to the payment of damages, attorneys’ fees and disbursements and the grant of injunctive relief against you.

14.2      The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Company reserves the right to remove any material on the Website which allegedly infringes another person’s copyright. If you believe in good faith that materials hosted by Company infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked. Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of your work; A description of the material that you claim to be infringing, as well as its location on the Website; Your name, address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices for the Website should be sent to: Compliance Department., 11121 Kingston Pike, Suite E, Knoxville, TN 37934. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.

14.3        Trademarks.  Trademarks and service marks on the Website are the property of Company or other third parties, and are either registered, the subject of pending trademark applications and/or are common-law trademarks. You are prohibited from the use of any of Company’s trademarks and understand that any unauthorized use of Company’s trademarks or of a third party’s trademarks may constitute infringement and may subject you to the payment of damages, attorneys’ fees, and disbursements and the grant of injunctive relief against you.

  1. Confidential Information.

15.1       You and Company (the “Receiving Party”) each agree that certain information or materials which may be received from the other party (the “Disclosing Party”) hereunder is proprietary and confidential to such party. Such information or materials may include, but not be limited to, trade secrets, designs, concepts, technical knowledge, business, pricing, contract arrangements, customer lists, marketing and business plans, sales and marketing strategies, research and development activities, financial affairs, data and information systems, vendors, suppliers, orders, and employees, current or future business agreement prospects, relationships, strategies and/or goals and/or any other information and any proprietary ideas, non-public information of a technological, strategic, financial or business nature, computer software, user interfaces and any other non-public data or information concerning the business, customers or finances of the Disclosing Party, and any other information or materials provided by the Disclosing Party which is designated in writing by the Disclosing Party prior to or upon disclosure as being proprietary or confidential to such party (collectively, “Confidential Information”).

15.2      The Receiving Party shall treat all Confidential Information of the Disclosing Party with the same degree of care, but no less than commercially reasonable care, than that which the Receiving Party uses to protect its own Confidential Information of a similar nature. Except as otherwise expressly provided herein, the Receiving Party shall neither use, distribute nor disclose to any third party Confidential Information of the Disclosing Party, in whole or in part, without the Disclosing Party’s prior written authorization.  Each party shall notify and inform its employees or consultants having access to the other party’s Confidential Information of the limitations, duties and obligations regarding use and non-disclosure of such Confidential Information.  Confidential Information shall be used only by employees or consultants of the Receiving Party with a need to know, provided further that any such consultants shall first be required to execute a confidentiality agreement at least as protective of Confidential Information as the terms and conditions of this Agreement.

15.3       Confidential Information shall not include information or materials received from the Receiving Party which: (a) at the time of disclosure is otherwise known to the Receiving Party other than by previous disclosure under an obligation of confidentiality; (b) becomes known or available to the Receiving Party, without restriction, from a source other than the Disclosing Party (under these Terms of Use), without violation of the Terms of Use; (c) is or becomes part of the public domain without violation of the Terms of Use by the Receiving Party; (d) is disclosed in accordance with the specific written approval of the Disclosing Party; or (e) is independently developed by the Receiving Party without use of the Confidential Information disclosed hereunder. In addition to the foregoing, Confidential Information may be divulged pursuant to statute, regulation, or as otherwise required by law or the order of a court of competent jurisdiction, provided that the Receiving Party provides reasonable prior written notice to the Disclosing Party and employs available measures such as the implementation of a protective order in order to limit to the extent possible the scope of such disclosures.

  1. Equitable Relief. You understand and agree that due to the nature of the harm it would cause to Company if there were any unauthorized use of the Company’s intellectual property or Confidential Information, in addition to such other remedies which may be available to it hereunder, at law or in equity, Company may seek and obtain immediate injunctive relief enjoining such unauthorized use of the intellectual property or Confidential Information. You hereby waive any requirement that Company post a bond in seeking equitable relief. Company shall be entitled to recover from you all legal fees (including attorneys’ fees), costs and other expenses which Company incurs in connection with its enforcement of the provisions of this Agreement.
  2. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

17.1        DISCLAIMER OF WARRANTIES.  YOU ACKNOWLEDGE THAT COMPANY IS NOT A GOVERNMENT OR QUASI-GOVERNMENT AGENCY AND DOES NOT REPRESENT OR SPEAK ON BEHALF OF ANY GOVERNMENT OR QUASI-GOVERNMENT AGENCY. THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY ON AN “AS IS” AND “AS AVAILABLE” BASIS TO YOU. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, COMPANY, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY PROMISES OF ACCURACY OR CORRECTNESS OF INFORMATION PROVIDED OR OMITTED OR OF ANY REFERRALS PROVIDED. YOU ACKNOWLEDGE THAT COMPANY IS NOT RESPONSIBLE FOR THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICES, AND THAT YOU SHOULD UNDERTAKE YOUR OWN DUE DILIGENCE DIRECTLY WITH ANY APPROPRIATE GOVERNMENT OR QUASI-GOVERNMENT AGENCY OR THIRD PARTY. YOU ASSUME ALL RISK AND LIABILITY FOR ANY ACTIONS TAKEN, DECISIONS MADE OR ANY OTHER RELIANCE ON THE INFORMATION PROVIDED THROUGH THE SERVICES. THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE.

17.2        LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PROVIDED BY LAW, YOU AGREE THAT COMPANY AND ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS AND MEMBERS (“COMPANY PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL COMPANY’S LIABILITY FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, LOSSES, OR DAMAGES IN CONNECTION WITH THE SERVICES EXCEED THE TOTAL AMOUNT THAT YOU PAID THE COMPANY FOR THE SPECIFIC SERVICES AT ISSUE FOR THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME THE CAUSE OF ACTION ACCRUED. THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY AND THAT COMPANY WOULD NOT BE ABLE TO PROVIDE YOU WITH THE SERVICES WITHOUT SUCH LIMITATIONS.

17.3        COMPANY AND COMPANY PARTIES ARE NOT LIABLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR THE WEBSITE. TO THE MAXIMUM EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCES WILL COMPANY OR COMPANY PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANY USE OF THE SERVICES, THE INFORMATION PROVIDED ON THE WEBSITE, INFORMATION PROVIDED BY COMPANY, ANY CONTENT POSTED ON THE WEBSITE, ANY CONTENT TRANSMITTED TO USERS, ANY INTERACTIONS BETWEEN YOU AND COMPANY, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE.

  1. Indemnification. You shall defend, indemnify and hold harmless Company and the Company Parties, from and against all claims, actions, liabilities, damages, losses, costs and expenses, including attorneys’ fees and disbursements, arising out of or related to: (a) any real property owned or controlled by you or your affiliates; (b) any third-party claims for personal injury, wrongful death or property damage related to real property owned or controlled by you or any of your affiliates; (c) the content you submit, uploads, posts, transmits or makes available through the Website or the Services; and/or (d) your violation or breach of any term of the Customer Order and/or the Terms of Use.
  2. Disputes; No Class Action; Miscellaneous.

19.1        Governing Law; Disputes.  The Terms of Use, Privacy Policy, Customer Order (as applicable), and any other policies, or terms and conditions between you and Company shall be governed by, construed and enforced in accordance with the laws of the State of New York applicable to agreements entered into and wholly performed therein, without regard to any conflict of laws principles. You and Company hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the State and County of New York and you hereby consent to such exclusive jurisdiction. Any action brought by you must be brought within one (1) year of the date such cause of action accrued or such action is waived.

19.2      No Class Action.  Even if applicable law permits class actions, Company and you each waive any right to pursue disputes on a classwide basis; that is, to either join a claim with the claim of any other person or entity, or assert a claim in a representative capacity on behalf of anyone else in any lawsuit, arbitration or other proceeding.

  1. Assignment. You agree that the Terms of Use and Company’s rights hereunder may be assigned, in whole or in part, by Company or its affiliate to any third party, in Company’s sole discretion, including an assignment in connection with a merger, acquisition, reorganization or sale of substantially all of Company’s assets, or otherwise, in whole or in part. The Terms of Use shall be binding upon and inure to the benefit of the parties
  2. Artificial Intelligence. The Services may include artificial intelligence (“AI”), which refers to machine‑based systems (or feature thereof), that is designed to operate with varying levels of autonomy, that may exhibit adaptiveness after deployment, and that can, for a given set of objectives, generate outputs such as predictions, recommendations, or decisions influencing real or virtual environments. Such AI-enabled Services or features thereof (“AI Services”) may be provided by Company or a third-party AI Provider. Customer agrees and acknowledges that Company may use such AI Services in its own product or service development and provision of services provided such use complies with law and its confidentiality obligations under this Agreement.  To the extent the Customer elects to use any AI Services, the additional terms and conditions stated at Appendix 1 shall apply.
  3. Force Majeure. Company shall not be liable for any delay or failure in the performance of Services to the extent such delay or failure is caused by circumstances beyond Company’s reasonable control, including without limitation: acts of God; governmental actions, shutdowns, or moratoriums; failures, outages, or delays of governmental or quasi-governmental agencies or databases; labor disputes; pandemic or public health emergencies; civil unrest; failure of third-party networks, internet infrastructure, or communications systems; or acts or omissions of Customer or its third-party vendors. In any such event, Company shall provide prompt written notice to Customer and shall use commercially reasonable efforts to resume performance as soon as practicable. For the avoidance of doubt, no force majeure event shall relieve Customer of its obligation to pay Fees due and owing for Services already rendered.
  4. Miscellaneous. This paragraph and paragraphs 1, and 10 through 22, and all others that by their sense and context, including without limitation the corresponding provisions of Administrative and Consulting Service Addendum, are intended to, shall survive the execution, delivery, performance, termination or expiration of the Customer Order (if applicable) and/or the Terms of Use for any reason. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of the Website. Company’s performance of the Agreement is subject to existing laws and legal process, and nothing contained herein is in derogation of Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Company with respect to such use. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above or in any addendum, then the invalid or unenforceable provision will be deemed reformed by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. CUSTOMER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL PRIOR TO ACCEPTING THE AGREEMENT. The Agreement constitutes the entire agreement between you and Company with respect to the Services and the Website and it supersedes all prior or contemporaneous agreements, communications and proposals, whether electronic, oral or written.

 

Appendix 1

Additional Terms and Conditions for AI-Enabled Features

The AI Services and any outputs generated from input data or content submitted by Customer (“Input”)  (such outputs, the “Output”)  are part of the “Services” for purposes of this Agreement, and all terms and conditions, including without limitation, limitations and exclusions of liability applicable to the Services apply equally to the AI Services and Outputs, in addition to the terms expressly provided in this Section.

  1. Use Restrictions. Without limiting any other use restrictions in the Agreement, Customer shall not, and shall not permit any third party under its control to: (a) use the AI Services, including any Inputs or Outputs to develop, train, fine‑tune, derive from, or otherwise improve any Customer or third‑party AI models or AI systems; (b) attempt model extraction or discovery of weights, parameters, or system prompts; (c) interfere with, bypass, or circumvent any AI‑related features, rate limits, usage caps, or access controls; (d) remove, alter, or suppress any notices or indicators that content is AI-generated; or (e) use the Services to create or generate an Output, or use an Output in a manner, that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any stated applicable use policy, or applicable law, regulation, or rule.
  2. Training. To the extent permitted by applicable law, Customer acknowledges that Company may retain and continue to use, on a perpetual and irrevocable basis, any model parameters and derived learnings that are not capable of being used to identify Customer, its users, or any individual, including after expiration or termination of this Agreement, for the purpose of operating, maintaining, and improving Company’s AI models and services.
  3. Customer Responsibilities. Customer is solely responsible for: (a) determining whether and how to use the AI Services and Outputs in its environment and workflows; (b) reviewing, validating, and approving any Outputs prior to relying on them for business decisions, external communications, or other consequential uses; and (c) configuring any AI-related transparency, watermarking, or denotation before using Output as necessary to meet Customer’s legal, regulatory, and policy requirements. Customer acknowledges that the AI Services may generate Outputs that are probabilistic in nature and may be inaccurate, incomplete, biased, or otherwise unsuitable for Customer’s intended use, and Customer will use reasonable efforts to review such Outputs for accuracy and appropriateness. CUSTOMER SHALL NOT USE THE AI SERVICES FOR AUTOMATED DECISION-MAKING THAT HAS LEGAL OR SIMILARLY SIGNIFICANT EFFECTS ON INDIVIDUALS, UNLESS IT DOES SO IN COMPLIANCE WITH LAWS, OR USE THE AI SERVICES FOR PURPOSES OR WITH EFFECTS THAT ARE DISCRIMINATORY, HARASSING, HARMFUL OR UNETHICAL.
  4. ADDITIONAL DISCLAIMER. IN ADDITION TO THE GENERAL DISCLAIMER SET FORTH IN THE TERMS AND CONDITIONS, CUSTOMER ACKNOWLEDGES THAT ANY OUTPUTS GENERATED BY AI SERVICES MAY BE THE SAME AS OR SIMILAR TO OUTPUTS THE SERVICES GENERATE FOR OTHER CUSTOMERS, MISLEADING, INACCURATE, INCOMPLETE, UNTIMELY, OR OTHERWISE UNRELIABLE. AI OUTPUTS DO NOT CONSTITUTE PROFESSIONAL ADVICE AND SHALL NOT BE RELIED UPON AS A SUBSTITUTE FOR INDEPENDENT JUDGMENT. CUSTOMER AGREES THAT ITS USE OF ANY AI‑GENERATED OUTPUTS IS AT CUSTOMER’S SOLE RISK, AND CUSTOMER SHALL INDEPENDENTLY VALIDATE AND APPROPRIATELY REVIEW ALL SUCH OUTPUTS THROUGH QUALIFIED PERSONNEL BEFORE RELYING ON THEM FOR ANY DECISION‑MAKING OR OTHER BUSINESS PURPOSE. OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY COMPANY. CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO APPROPRIATENESS FOR ANY OR ALL CUSTOMER USE CASES OR APPLICATIONS.
  5. OUTPUT. Company will implement and maintain necessary technical and organizational measures designed to reduce the likelihood that the AI Services generate Outputs that are discriminatory, harassing, harmful or otherwise unlawful, and will not knowingly configure the AI Services to generate such Outputs. Upon written notice from Customer identifying specific Outputs that are discriminatory, harassing, harmful or unlawful, Company will use commercially reasonable efforts to investigate and, where appropriate, adjust safety controls to mitigate recurrence.
  6. Modification; Suspension. Notwithstanding anything to the contrary in the Agreement, Company reserves the right to modify, update, restrict, replace, or discontinue any AI‑enabled components of the Services at any time, in its sole discretion or as necessary to comply with applicable law.  Company may suspend Customer’s access to any portion or all of the AI Services if: (a) Company reasonably believes or determines that (i) there is a risk to or attack on any of the AI Services; (ii) Customer or any User is using the AI Services in violation of  the Agreement; or (iii) Company’s provision of the AI Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the AI Services; or (b) any vendor suspends or terminates Company’s use of any third-party AI Services or products required to enable Customer to access the AI Services.
  7. Indemnification. Customer shall defend, indemnify and hold harmless the Company Indemnified Parties against any and all Claims arising from or related, directly or indirectly: (a) Customer’s use or misuse of any AI Services; (b) Customer’s use, reliance on, or failure to independently validate, any Outputs; (c) any Input submitted by or on behalf of Customer into any AI Services; (d) Customer’s failure to provide any required notices, consents, or authorizations associated with such use; or (e) Customer’s violation of any applicable law, regulation, or third‑party rights in connection with its use of AI Services. Customer’s obligations under this Section shall apply regardless of whether the underlying claim is caused in whole or in part by use of AI Services.

Administrative and Consulting Services Addendum

This Administrative and Consulting Services Addendum is in addition to the terms stated in the Terms of Use and Customer Order. Capitalized terms used but not defined in this Administrative and Consulting Services Addendum have the meanings given to them in the general Terms of Use or the Customer Order, as applicable.

This Addendum only applies to  Customers who have selected and been approved for, via an executed Customer Order, certain limited consulting, professional and administrative services related to New York City housing regulatory compliance, which includes without limitation, such services identified as Proactive Compliance Support,  and Violation Triage and Closure Coordination (collectively, “Administrative and Consulting Services“) as more particularly described in the applicable Customer Order.

1.         Scope of Services.  From time to time Company shall identify to Customer matter submission and acceptance or approval timelines for certain Administrative and Consulting Services, as well as a schedule of reimbursable expenses required for commencement of such Services.  Customer may modify or suspend from time to time certain Administrative and Consulting Services upon written notice to Company, provided however Customer shall remain liable, and pay in full all Fees for any Services provided prior to or which are non-cancellable as of the date of such notice.

2.         Nature of Administrative and Consulting Services. 

2.1       Administrative and Consultative Nature. Administrative and Consulting Services may include, without limitation, administrative, categorization, prioritization, and coordination support to assist Customer in managing the administrative tasks associated with compliance with New York City housing regulations. For the avoidance of doubt, all such services are administrative and informational in nature only and they and any review, categorization, prioritization, or discussion of violations or regulatory requirements in connection with the Administrative and Consulting Services constitutes administrative tracking and informational support only, and does not constitute, and shall not be construed as, recommendations, legal interpretation, legal analysis, or legal advice of any kind.  Examples of Administrative and Consulting Services may include, but are not limited to:

(a) assisting Customer in organizing, tracking, and prioritizing potential or actual violations, inspections, and related deadlines;

(b) providing summaries of publicly available information from governmental and quasi-governmental sources relevant to Customer’s properties;

(c) suggesting potential administrative next steps, escalation paths, or vendors/third-party resources, it being understood that all such suggestions are for administrative convenience only and do not constitute recommendations as to what action Customer should or must take;

(d) coordinating or facilitating communications and logistics among Customer, its vendors or other third parties designated by Customer with respect to administrative compliance tasks; and/or

(e) providing general educational or informational materials related to New York City housing regulatory requirements.

2.2       Exclusions. Administrative and Consulting Services do not include, and Company will not provide: (a) legal services or legal advice; (b) representation of Customer before any court, tribunal, agency, or other governmental body; (c) decisions as to whether, when, or how to comply with any Law (defined below), to settle or contest any matter, or to take or refrain from taking any action; (d) engineering, architectural, or other licensed professional services; or (e) any guarantees or assurances regarding the outcome of any compliance matter.

3.         No Legal Advice; No Attorney-Client Relationship. 

3.1       No Legal Services. Customer acknowledges and agrees that:

(a) Company is not a law firm and does not provide legal services;

(b) none of the Administrative and Consulting Services, the Website, the Services, any reports, communications, or other outputs provided by Company, or any interactions with Company constitute or are intended to constitute legal advice, a legal opinion, or a substitute for the advice of qualified legal counsel; and

(c) any references to laws, rules, regulations, ordinances, or governmental requirements (collectively, “Law“) are for informational purposes only and may not reflect the most current legal or regulatory developments.

3.2       No Attorney-Client Relationship. Customer’s receipt or use of the Administrative and Consulting Services, or any communications with Company or its personnel in connection with the Administrative and Consulting Services, do not create and are not intended to create an attorney-client relationship between Customer and Company or any of its personnel. Customer agrees that it will not rely on Company or the Administrative and Consulting Services for legal advice or legal strategy and that it will consult with its own qualified legal counsel regarding all legal, regulatory, and compliance questions, including the interpretation and application of Law to Customer’s particular circumstances.

3.3       Independent Contractor Relationship; No Agency. Notwithstanding any commercial description of the Administrative and Consulting Services, Company personnel performing Administrative and Consulting Services are acting solely as independent contractors of Company and do not become, and shall not be deemed to be, employees, agents, representatives, or partners of Customer for any purpose whatsoever. Nothing in the Agreement or any agreement or arrangement between the parties shall be construed to create a joint venture, partnership, employment, or agency relationship between Customer and Company.

3.4       Third Party Contractors and Service Providers. Customer expressly authorizes Company to engage vendors on Customer’s behalf and to share such Customer requirements, data and other information as necessary for such vendors to perform the Administrative and Consulting Services. Customer acknowledges that vendor fees may include a mark-up fee to Company to pay for Company’s services in engaging and managing the vendor.   Company will  have the right to make purchases hereunder by Company or its affiliate(s) under the principle of Sequential Liability.  This means that Company will be liable for payments to vendors for any Service arrangements entered into on Customer’s behalf under this Agreement only to the extent that Company has already been paid by Customer for such purchases. If, and to the extent Customer has not previously paid Company for such Services, then Customer, and not Company, will be solely liable for any and all amounts owed to third parties for all such Services.  All vendor arrangements Company places on behalf of Customer will be placed in liability of Customer, and all contracts and affidavits from vendors will state “in care of Company.”

4.         Customer Responsibilities; No Guarantee of Compliance or Results

4.1       Charges.  In addition to the Fees specified in the Customer Order, Customer authorizes Company to advance any fees, fines and other charges (“Charges”) required to process the Administrative and Consulting Services and will reimburse Company within thirty (30) days of receipt of an invoice.   For clarity, all Charges are subject to Section 11 of the Terms of Use.

4.2       Customer Solely Responsible for Compliance. At all times, Customer remains solely and exclusively responsible for:

(a) determining what Laws apply to Customer, its properties, and its operations;

(b) making all decisions regarding compliance with Laws, including, selection or retention of counsel,  what actions to take or refrain from taking, what filings to make, what information to provide to governmental agencies, whether and how to respond to alleged violations, notices, or inquiries, and whether to contest or settle any matter;

(c) the accuracy, completeness, and timeliness of any data, documents, or other information that Customer or its third parties provide to Company or to any governmental authority;

(d) meeting all deadlines and other requirements imposed by Laws, governmental authorities, or third parties;

(e) the selection, engagement, and management of any legal counsel, engineers, architects, or other third-party professionals or vendors; and

(f) payment of all associated fines, fees, charges and costs associated with compliance and related citations.

4.2       No Guarantee of Compliance or Outcomes. COMPANY DOES NOT AND CANNOT GUARANTEE THAT CUSTOMER WILL BE, OR REMAIN, IN COMPLIANCE WITH ANY LAW OR THAT ANY PARTICULAR RESULT, OUTCOME, OR IMPROVEMENT WILL BE ACHIEVED THROUGH THE ADMINISTRATIVE AND CONSULTING SERVICES. ALL ADMINISTRATIVE AND CONSULTING SERVICES AND ANY RELATED INFORMATION OR SUGGESTIONS ARE PROVIDED SOLELY FOR INFORMATIONAL AND ADMINISTRATIVE SUPPORT PURPOSES. CUSTOMER ACKNOWLEDGES THAT COMPLIANCE DECISIONS AND OUTCOMES DEPEND ON NUMEROUS FACTORS OUTSIDE OF COMPANY’S CONTROL, INCLUDING WITHOUT LIMITATION CUSTOMER’S OWN ACTIONS OR INACTIONS, CONDUCT OF GOVERNMENTAL AUTHORITIES, AND ACTIONS OF THIRD PARTIES. COMPANY WILL BE RESPONSIBLE FOR ALL ADDITIONAL FEES, PENALTIES AND OTHER EXPENSE RELATED TO THE PROVISION OF THESE SERVICES.

5.         Disclaimers; No Additional Warranties; Indemnity

5.1       Disclaimers for Administrative and Consulting Services. IN ADDITION TO THE DISCLAIMER AND LIMITATION OF LIABLITY SET FORTH IN THE TERMS OF USE,  COMPANY DOES NOT WARRANT OR REPRESENT OR PROMISE OR GUARANTEE:

(a) THAT ANY ADMINISTRATIVE AND CONSULTING SERVICES OR ANY INFORMATION, SUGGESTIONS, OR RECOMMENDATIONS PROVIDED BY COMPANY WILL RESULT IN CUSTOMER’S COMPLIANCE WITH ANY LAW OR AVOIDANCE OF ANY FINES, PENALTIES, VIOLATIONS, ORDERS, OR OTHER ADVERSE OUTCOMES;

(b) THAT ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL DATA, DATABASES, OR THIRD-PARTY INFORMATION ACCESSED, SUMMARIZED, OR RELIED UPON BY COMPANY WILL BE ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE; OR

(c)  ABOUT THE QUALITY OF THE ADMINISTRATIVE AND CONSULTING SERVICES PROVIDED AND MAKES NO GUARANTY OR PROMISES AS TO THE OUTCOME OR RESULTS OF SUCH SERVICES.

5.2       Additional Indemnity.   In addition to the indemnity stated in the Terms of Use, Customer shall indemnify, defend and hold harmless Company and any Company Party from and against all claims, actions, liabilities, damages, losses, costs and expenses, including attorneys’ fees and disbursements, arising out of or related to:  the Administrative and Consulting Services, any compliance decisions or actions taken or not taken by Customer, or any alleged or actual violation of Law by Customer or its affiliates, owners, officers, directors, employees, or agents or any of its or their properties or operations.

5.3       Customer Responsibility for Third Parties. Customer is solely responsible for any advice, services, or work product provided by its legal counsel or other third-party professionals or vendors, even if Company has suggested, introduced, or otherwise referred such third parties. Company shall have no responsibility or liability for the acts or omissions of any such third parties.  Without limitation of the foregoing, Customer may determine on its own to contract with certain vendors for services that are related to administrative matters but not provided as part of the Administrative and Consulting Services, such as legal representation services, and in such case such vendor shall for all purposes be deemed a Third Party Referral as defined in Section 9.1 of the Terms of Use.

6.         Limitation of Liability for Administrative and Consulting Services

6.1 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS OF USE OR ANY CUSTOMER ORDER, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE ADMINISTRATIVE AND CONSULTING SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE ADMINISTRATIVE AND CONSULTING SERVICES DURING THE SIX (6)  MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL COMPANY OR ANY COMPANY PARTIES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ADMINISTRATIVE AND CONSULTING SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. ANY CLAIM BY CUSTOMER ARISING OUT OF OR RELATING TO THE ADMINISTRATIVE AND CONSULTING SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE SUCH CAUSE OF ACTION ACCRUED, OR SUCH CLAIM IS HEREBY WAIVED AND FOREVER BARRED.

6.2       Application of Existing Disclaimers and Exclusions. For the avoidance of doubt, nothing in this this Administrative and Consulting Services Addendum or any Customer Order or any other order or agreement or arrangement between the parties shall be construed to increase Company’s liability beyond the limitations and exclusions already set forth in the general Terms of Use; rather, this Administrative and Consulting Services Addendum provides additional, more specific limitations applicable to the Administrative and Consulting Services.

  1. Suspension or Termination. In addition to the termination and suspension rights set forth in the general Terms of Use and any applicable Customer Order, Company reserves the right to modify, update, restrict, replace, or discontinue any Administrative and Consulting Services at any time, in its sole discretion or as necessary to comply with applicable law, or if a change in market circumstances would result in a material increase in the cost of providing such Services.