Terms of Service

Updated on: October, 2023

TERMS AND CONDITIONS

These Terms and Conditions and the policies and other documents referenced in these Terms, together form an agreement (“Agreement”) between you (“you” and “your”) and Counterpart, Inc. (”CPI,” “we,” or “us”).

If You are entering into this Agreement on behalf of an entity or organization, you represent and warrant to CPI You are authorized to bind that entity or organization to this Agreement, and all references in this agreement to “you” will include that entity or organization.

CPI provides this website (“Platform”) offering you and other users (“Users”) with the opportunity to access a variety of information, data, and content (“Content”) as well as the use of various services, resources, and offerings (“Offerings”). CPI is willing to allow you to access and use the Platform (including available Content and Offerings) if you agree to be bound by this Agreement.

This Agreement will form a binding legal agreement between you and CPI as of the date you first accept this Agreement, including electronically (“Effective Date”). You and CPI are each a party to this Agreement and together are the parties to this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CPI. BY ACCESSING AND USING THE PLATFORM (INCLUDING ANY CONTENT OR OFFERINGS), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT.

BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS (IN THE SECTION BELOW TITLED “DISPUTE RESOLUTION”), WHICH LIMIT YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

TABLE OF CONTENTS

Scope
Definitions
Eligibility
Term
Additional Terms
Account
Your Obligation to Provide Truthful Information
Access
Communications and Interactions
Your Member Content
Ownership
Feedback
Additional Restrictions
Fees
Right to Modify or Discontinue the Platform
Termination
Suspension
Links to Other Sites
Representations and Warranties
No Professional Advice
No Additional Warranties
Indemnity
Limitations of Liability
Dispute Resolution
Choice of Law, Jurisdiction and Venue
Waivers of Collective Action and Jury Trial
Statute of Limitations
Force Majeure
Claims of Infringement
General
Notices
Contact Us

1. SCOPE

This Agreement governs your access to and use of the Platform and all Content and Offerings. Unless otherwise specified in this Agreement, all access to and use of the Platform and all Content and Offerings by you or on your behalf is subject to this Agreement.

This Agreement is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between you and CPI, regarding your access to and use of the Platform, Offerings, and Content. CPI may, in its sole discretion, modify this Agreement from time to time. CPI will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to you directly or to all Members through the Platform. Unless we make a change for legal or administrative reasons, any modification to this Agreement will be effective 5 days following posting of the modified version of this Agreement to the Platform. Your continued access to the Platform or use of the Offerings or Content following that date constitutes your acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.

2. DEFINITIONS

Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.

3. ELIGIBILITY

The Platform and all Offerings and Content are for use by individuals 18 years of age and older for their own personal use. Additional eligibility requirements for various Offerings may be stated on the Platform. If you do not meet any such eligibility requirements, the Platform is not for you, and you are not permitted to establish an Account (as defined below) or become a Member of the Platform and you may not access or use any Offerings or Content.

4. TERM

This Agreement is effective as of the Effective Date and will continue until terminated as set forth herein.

5. ADDITIONAL TERMS

If you are a user of the CPI API, your access to and use of the CPI API is subject to CPI’s API Terms available at https://yourcounterpart.com/api-terms/ (“API Terms”). The API Terms shall control as to your use of the CPI API covered by the API Terms and the terms of this Agreement will continue to control in all other respects with respect to the Platform and all Content and Offerings.

While the CPI Privacy Policy is not part of this Agreement, you consent to the use and disclosure of your personally identifiable information and other data and information as described in the CPI Privacy Policy.

In addition to Agreement, if you enter into any other agreement with CPI or any of its affiliates (an “Additional CPI Agreement”), this Agreement does not affect the relationship you have with CPI or such affiliate under the Additional CPI Agreement, and the Additional CPI Agreement will remain applicable between you and CPI or such affiliate, as applicable, provided that the terms of this Agreement will control in all respects with regard to the Platform and all Content and Offerings and your access to and use thereof.

The Platform may also provide you with access Offerings provided by third parties (“Third Party Offerings”). CPI does not operate, control, or endorse any Third Party Offerings. Third Party Offerings are offered for your convenience and you assume sole responsibility for your use of any Third Party Offering. You may be required to agree to additional terms and conditions applicable to a Third Party Offering (“Third Party Terms”). Any Third Party Terms shall control only as to your use the Third Party Offering covered by those Third Party Terms and the terms of this Agreement will continue to control in all other respects with respect to the Platform and all Content and Offerings.

6. ACCOUNT

Before you can become a Member of the Platform, you will be required to establish an account on the Platform (your “Account”). All Accounts are issued at the sole discretion of CPI.

Your Account and the user name and password for your Account (“Account ID”) are personal in nature. Your Account is for your own personal use and your Account ID may be used only by you alone. You may not transfer your Account to someone else. You also may not provide your Account ID to anyone else or give a third party access your Account. You will ensure the security and confidentiality of your Account ID and will notify CPI immediately if any Account ID is lost, stolen or otherwise compromised.

You are solely responsible for your Account and all use of the Platform and any Offerings or Content through your Account. You are fully responsible for all actions taken through your Account (or using your Account ID) and for any liabilities and damages incurred through the use of your Account (or your Account ID), whether lawful or unlawful.

7. YOUR OBLIGATION TO PROVIDE TRUTHFUL INFORMATION

In connection with establishing your Account and accessing the Platform, you may be asked to submit information to the Platform. If you submit information to CPI through the Platform, you agree that (1) the information you submit will be true, accurate, current and complete, and (2) you will promptly update your Registration Information to keep it accurate and current.

8. ACCESS

Subject to your compliance with this Agreement, during the term of this Agreement, CPI will permit you to access the Platform, including all Content and Offerings, solely for your own personal use in accordance with the terms of this Agreement. Your right to access the Platform is personal to you and you may not distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Platform or otherwise make the Platform available to any third party.

The Platform and Offerings offer a variety of Content. Content may include text, audio, video, photographs, illustrations, graphics and other content. The Content made available through the Platform and Offerings includes Content provided by CPI and its providers, including through Third Party Offerings (“Platform Content”), as well as Content made available by you and other Members of the Platform (“Member Content”). All Content is for informational purposes only. CPI is not responsible for any errors or omissions in any Content. You are solely responsible for verifying the accuracy and completeness of all Content, as well as the applicability and suitability of any Content to your intended use. Subject to your compliance with this Agreement, you may access the Content made available to you through the Platform solely for your own personal use in connection with your use of the Platform and Offerings. You will not, and will not permit any third party to: (1) alter, modify, reproduce, or create derivative works of any Content; (2) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (3) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Without limiting the foregoing, CPI will not be held liable to you or any other third party for any Content (including your Member Content) under the Communications Decency Act (47 U.S.C. § 230).

9. COMMUNICATIONS AND INTERACTIONS

The Platform and Offerings may permit you to send communications to other Members and third parties (“Communications”). You are solely responsible for all Communications you initiate and send through the Platform and Offerings. When you initiate a Communication through the Platform and Offerings, you represent and warrant that you have the right and authority to send the Communication to the individual recipient and that you have obtained all authorizations, consents, and permissions necessary under applicable law and under any applicable privacy policy to send any such Communication. You will not initiate or send any Communication through the Platform or Offerings in violation of any applicable law or privacy policy, or in a manner that would cause CPI to violate any applicable law or privacy policy, including the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, Telephone Consumer Protection Act (TCPA), Telemarketing and Consumer Fraud and Abuse Prevention Act (TCFAPA), Telemarketing Sales Rule, and any other law concerning outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing) and all equivalent laws.

The Platform may allow you to interact and communicate with other Members through the Platform. By linking, connecting, interacting, or communicating with other Members, you are agreeing to allow those Members to link, connect, interact, and communicate directly with you through the Platform. You are solely responsible for all communications between you and any other Member through the Platform. When you link, connect, interact, or communicate with another Member through the Platform, you consent and agree that CPI may disclose to that Member any Content that you elect to provide to them through the Platform, including any personal information you may provide.

10. YOUR MEMBER CONTENT

You are solely responsible for all Member Content that you may provide or make available through the Platform or Offerings (collectively, your “Member Content”). As between you and CPI, you retain ownership of your Member Content. However, in addition to the permissions and consents granted to CPI under the CPI Privacy Policy, by providing or making available your Member Content through the Platform or Offerings, you grant CPI a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display your Member Content throughout the world in any form, media, software, or technology of any kind. In addition, you waive all moral rights in your Member Content or warrant that all moral rights applicable to such content have been waived. You also grant CPI the right to use your name in connection with the reproduction or distribution of your Member Content. You represent and warrant that your Member Content: (1) will not violate this Agreement or any applicable laws; (2) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (3) does not constitute an infringement or misappropriation of the intellectual property rights or other rights of any third party; (4) is not illegal in any way or advocate illegal activity; (5) is not an advertisement or solicitation of funds, goods, or services; (6) is not false, misleading, or inaccurate; or (7) is not (or could not be considered) junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. CPI is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of your Member Content. You agree that you have all right, title, interest, and consents in and to your Member Content necessary to allow CPI to use your Member Content for the purposes stated in this Section.

11. OWNERSHIP

CPI RETAINS ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE PLATFORM, OFFERINGS, AND ALL PLATFORM CONTENT, AS WELL AS ALL SOFTWARE, DATABASES, HARDWARE, AND OTHER TECHNOLOGY USED BY OR ON BEHALF OF CPI TO OPERATE THE PLATFORM AND OFFERINGS (“TECHNOLOGY”), AND ANY ADDITIONS, IMPROVEMENTS, UPDATES AND MODIFICATIONS THERETO (COLLECTIVELY, “CPI PROPERTY”). YOU RECEIVE NO OWNERSHIP INTEREST IN OR TO THE CPI PROPERTY AND YOU ARE NOT GRANTED ANY RIGHT OR LICENSE TO USE THE CPI PROPERTY ITSELF, APART FROM YOUR ABILITY TO ACCESS THE PLATFORM, OFFERINGS, AND CONTENT UNDER THIS AGREEMENT. THE CPI NAME, LOGO AND ALL PRODUCT AND SERVICE NAMES ASSOCIATED WITH THE PLATFORM, OFFERINGS, AND CONTENT ARE TRADEMARKS OF CPI AND ITS LICENSORS AND PROVIDERS AND YOU ARE GRANTED NO RIGHT OR LICENSE TO USE THEM.

12. FEEDBACK

Any comments, feedback, suggestions, and other communications regarding the Platform (“Feedback”) is entirely voluntary. We will be free to use any Feedback as we see fit for any purpose and without any without notice, payment, or other obligation to you. All use of any Feedback will be at our sole discretion.

13. ADDITIONAL RESTRICTIONS

You may only use the Platform and Offerings only for lawful purposes in accordance with this Agreement. As a condition of your use of the Platform and Offerings, you represent and warrant to us that you will not, and will not permit any third party to, use the Platform for any purpose that is unlawful or prohibited by this Agreement.

Without limiting the foregoing, whether on behalf of yourself or on behalf of a third party, you will not and will not permit any third party to access (or attempt to access) or use the Platform or Offerings:

to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, or express or imply that we endorse any statement that you make;
in a manner that violates any national, state, local or international law, rule or regulation;
to further or promote any criminal or illegal activity or to provide instructional information about illegal activities;
in a manner that interferes with, disables, disrupts, impairs or creates an undue burden on the Platform or Technology;
to alter, modify, reproduce, create derivative works of the Platform or Offerings;
to reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology
to attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology
to harvest or collect e-mail addresses or other contact information of other users by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications;
to transmit, distribute, store or destroy material in violation of any applicable law or regulation, in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of any third party or violate the privacy, publicity or other personal rights of any third party, or that is defamatory, obscene, threatening, abusive or hateful; or
in a manner that we determine, in our sole discretion, restricts or inhibits any other user from using or enjoying the Platform.

14. FEES

You are responsible for paying CPI the fees and charges as indicated on the Platform (“Fees”) for any Offerings or Content you access or use through the Platform. All Fees will be due and payable as indicated on the Platform. You will pay all Fees when due. Unless otherwise indicated on the Platform, all Fees will be payable in U.S. Dollars. All Fees are non-refundable once paid to CPI. If any amounts should remain unpaid when due, such amounts will be subject to a charge of the lesser of 1.5% per month or the applicable legal maximum. Late charges are intended as reasonable estimates of the amounts necessary to compensate CPI for costs and losses associated with delays in payment, and not as a penalty. CPI may update any Fees applicable to this Agreement at any time, by making those modifications available to you as part of the Platform, with such update(s) applicable to any subsequent purchases through the Agreement. You are solely responsible for all expenses you may incur under this Agreement or through your access to and use of the Platform or any Content or Offerings. All Fees are exclusive of, and you will be responsible for payment of, all taxes, assessments, fees, or other charges of any kind, including, any value-added tax, stamp (or other similar) tax, social security (or local equivalent), or income tax, required by applicable law that may be imposed on either party by way of this Agreement or any amounts you pay under this Agreement, excluding any tax based solely on the net income of CPI.

15. RIGHT TO MODIFY OR DISCONTINUE THE PLATFORM

We reserve the right to modify or temporarily or permanently discontinue the Platform, including any Offerings or Content, at any time with or without notice, by making those modifications available to you as part of the Platform, Offerings, or Content. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform.

16. TERMINATION

This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Such termination shall take effect at the end of the month in which such termination takes place, provided that any Fees for the services rendered during that month have been paid. Upon termination of this Agreement for any reason: (1) all rights and subscriptions granted to you under this Agreement will terminate; (2) all amounts due or payable by you under this Agreement will become due and payable; (3) you will immediately cease all use of and access to the Platform and all Offerings and Content (including, all Content you obtained prior to termination); (4) you will immediately delete any Applications you have downloaded or installed prior to termination; and (5) you will return to CPI or (if so notified by CPI) destroy, all confidential information of CPI in your possession or control; (6) CPI may, in its sole discretion, delete your Account and any of your Member Content held by CPI. The relevant portions of the following Sections will survive termination of this Agreement for any reason: Sections 3 (Definitions), 6 (Additional Terms), 7 (Account), 11 (Your Member Content), 12 (Ownership), 13 (Feedback), 15 (Fees), 17 (Termination), 19 (Linked Sites), 20 (Representations and Warranties), 21 (No Professional Advice), 22 (No Additional Warranties), 23 (Indemnity), 24 (Limitation on Liability), 25 (Dispute Resolution), 26 (Choice of Law, Jurisdiction and Venue), 27 (Waivers of Collective Action and Jury Trial), 28 (Statute of Limitations), 30 (Claims of Infringement), 31 (General), and 32 (Notices).

17. SUSPENSION

Without limiting CPI’s right to terminate this Agreement, CPI may also suspend your access to your Account, the Platform, and the Offerings and Content (including your Member Content), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by CPI to be inappropriate or detrimental to the Platform or Offerings, CPI or any CPI provider, any other Member, or any third party.

18. LINKS TO OTHER SITES

The Platform, Offerings, or Content may provide links to other sites or services that are not under the control of CPI. Your use of such sites and services is subject to the terms and policies of such sites and services and not this Agreement. CPI is not responsible for any content on any linked site or service. YOUR USE OF ANY THIRD-PARTY SITES OR SERVICES IS AT YOUR OWN RISK.

19. REPRESENTATIONS AND WARRANTIES

You represent and warrant on your behalf and on behalf of your authorized users to CPI that: (1) you have the legal right and authority to enter into this Agreement and, if you are entering this Agreement on behalf of an entity or organization, to bind that entity or organization to the terms of this Agreement; (2) this Agreement forms a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (4) your use of and access to the Platform, including all Offerings and Content, will comply with all applicable laws, rules, and regulations and will not cause CPI to violate any applicable laws, rules, or regulations.

20. NO PROFESSIONAL ADVICE

THE PLATFORM, OFFERINGS AND CONTENT DO NOT PROVIDE LEGAL, OR OTHER PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR LEGAL OR OTHER PROFESSIONAL ADVICE OR RECOMMENDATIONS. ALL CONTENT MADE AVAILABLE TO YOU THROUGH THE PLATFORM IS FOR INFORMATIONAL PURPOSES OR GENERAL GUIDANCE ONLY. YOUR USE OF THE PLATFORM OR ANY OFFERINGS OR CONTENT AND ANY INTERACTIONS YOU MAY HAVE WITH CPI OR ANY OTHER MEMBER OR THIRD PARTY THROUGH THE PLATFORM DO NOT CREATE A LEGAL OR OTHER PROFESSIONAL RELATIONSHIP AND DO NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN THE CPI PRIVACY POLICY. YOU SHOULD ALWAYS SEEK THE ADVICE OF A LICENSED LEGAL PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS OR SITUATION. NEVER DISREGARD LEGAL OR OTHER PROFESSIONAL ADVICE (OR REFRAIN FROM SEEKING IT) BECAUSE OF ANY CONTENT YOU HAVE OBTAINED THROUGH THE PLATFORM. NEITHER CPI NOR ANY OTHER MEMBER RECOMMENDS OR ENDORSES ANY CONTENT OR ANY SPECIFIC PRODUCTS, PROCEDURES, OPINIONS OR OTHER CONTENT THAT MAY BE INCLUDED ON THE PLATFORM. YOUR RELIANCE ON ANY CONTENT APPEARING ON THE PLATFORM IS SOLELY AT YOUR OWN RISK.

21. NO ADDITIONAL WARRANTIES

WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PLATFORM, INCLUDING ANY OFFERINGS OR CONTENT. THE PLATFORM AND ALL OF ITS CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CPI AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY OFFERINGS OR CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM OR ANY OFFERING. WE CANNOT AND DO NOT REPRESENT THAT THE PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, THAT THE PLATFORM AND OFFERINGS ARE FREE OF COMPUTER VIRUSES, MALWARE, OR OTHER HARMFUL MECHANISMS, OR OTHERWISE MEET YOUR REQUIREMENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF PLATFORM OR ANY OFFERINGS OR CONTENT OR THE ACCURACY OR COMPLETENESS OF THEREOF. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM OR COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON–INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, CORRECTNESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY CONTENT. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THE PLATFORM BY OUR CUSTOMERS OR BY USERS OR MEMBERS, AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT OUR OPINION, ADVICE OR STATEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE CONTENT IS AT YOUR SOLE RISK.

Nothing in this Agreement will affect any statutory rights to which you may be entitled as a consumer to the extent your ability to alter or waive such rights by contract is limited by applicable law. Specifically, you acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to this Agreement and which if known, might materially affect your consent to this Agreement. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.”

IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL OUR OR THE RELEASED PARTIES’ (AS DEFINED BELOW) TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELEASED PARTIES DURING THE 6 MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

22. INDEMNITY

You hereby agree to indemnify, defend, and hold harmless CPI and its officers, directors, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) your access to or use of the Platforms, including any Offerings and Content; (2) your Member Content and any other Content you provide through the Platform; and (3) your breach of any representation, warranty, or other provision of this Agreement. CPI will provide you with notice of any such claim or allegation, and CPI will have the right to participate in the defence of any such claim.

23. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES WILL CPI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, INCLUDING ANY OFFERINGS OR CONTENT OR YOUR USE OF OR INABILITY TO USE THE PLATFORM OR ANY CONTENT OR OFFERINGS, INCLUDING ANY PURCHASES YOU MAKE OR LOSS OR DAMAGE ON ACCOUNT OF YOUR USE OF THE PLATFORM OR ANY CONTENT OR OFFERINGS ON THE PLATFORM.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME OR LOSS OF PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CPI OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). YOU AGREE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON OUR LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

24. DISPUTE RESOLUTION

Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.

If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, then at the request of either party such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by CPI in New York, New York. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

25. CHOICE OF LAW, JURISDICTION AND VENUE

This Agreement and the interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed exclusively by and construed in accordance with the federal laws of the United States of America and the laws of the State of Delaware, excluding conflict of laws provisions that would indicate the application of the laws of any other jurisdiction.

EACH PARTY WILL BRING ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY DISPUTE OR OTHERWISE ARISING FORM THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE PLATFORM, ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE CITY OF WILMINGTON, DELAWARE, U.S.A. YOU AND WE IRREVOCABLY AGREE TO CONSENT AND SUBMIT TO THE JURISDICTION AND VENUE OF SUCH COURTS.

You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

26. WAIVERS OF COLLECTIVE ACTION AND JURY TRIAL

YOU AGREE THAT YOU WILL PURSUE ANY CLAIM OR LAWSUIT RELATED TO ANY DISPUTE OR OTHERWISE ARISING FROM OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM, CONTENT, OR OFFERINGS, OR YOUR USE THEREOF AS AN INDIVIDUAL, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM OR LAWSUIT.

THE PARTIES DESIRE TO AVOID THE TIME AND EXPENSE RELATING TO A JURY TRIAL OF ANY DISPUTE. ACCORDINGLY, THE PARTIES, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, HEREBY WAIVE TRIAL BY JURY OF ANY DISPUTE. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY BOTH PARTIES AND IS IN THE BEST INTERESTS OF BOTH PARTIES.

27. STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred to the extent permitted by applicable law.

28. FORCE MAJEURE

CPI will not be responsible for failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control. CPI will use commercially reasonable efforts to notify you of any such event.

29. CLAIMS OF INFRINGEMENT

CPI respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Platform without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:

Counterpart, Inc.

Attn: Copyright Infringement Agent

440 N Barranca Ave, #7008

Covina, CA 91723

[email protected]

1-310-845-6833

Please provide the following information to CPI’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.

30. GENERAL

Words and phrases used in this Agreement have the definition given in this Agreement or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. As used in this Agreement, the term “including” means “including, but not limited to.” Section headings are for reference purposes only. Our failure at any time to require performance of any provision of this Agreement or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing and signed in ink by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of this Agreement or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions, and the court will substitute for such provision a valid and enforceable provision that most closely approximates the intent and economic effect of such provision. The remaining provisions of this Agreement will remain in full force and effect. The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. You may not assign this Agreement or any of your rights or obligations under this Agreement, whether through operation of law or otherwise, without the prior written approval of CPI. Any assignment in violation of the foregoing will be null and void. CPI may assign this Agreement to any party that assumes CPI’s obligations hereunder. We may freely assign this Agreement. No term of this Agreement will be construed to confer any third party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable Law. This Agreement may be amended only as set forth herein.

31. NOTICES

Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to CPI by postal mail to the address for CPI listed on the Platform. CPI may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to CPI in connection with your Account, provided that in the case of any notice applicable both to you and other Members of the Platform, CPI may instead provide such notice by posting the notice on the Platform. Notices provided to CPI will be deemed given when actually received by CPI. Notice provided to you will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

32. CONTACT

If you have any questions or concerns regarding this Agreement, please contact us using the information provided below:

Email: [email protected]