Terms and Conditions

Last updated: October 5, 2026

‍PROJECTMARKTERMS & CONDITIONS 

THESE TERMS AND CONDITIONS (THE “TERMS”) WERE LAST UPDATED ON INSERT DATE, OCTOBER 5, 2026

Brady Deane Group, Inc. (“ProjectMark”, “we”, or “us”)operates websites (each a “Website”) and mobile applications(each a “Mobile App”) in order to provide its real estate andconstruction platform and related services to the public (the “Platform”).We need rules to keep our platform and services safe for you, us, and all otherusers of our Websites and/or Mobile Apps and in order for you to understand howyour use of ProjectMark’s Services will be governed.  You agree that theseTerms, including all other policies and agreements incorporated herein, applyto all of your activities on our Websites, Mobile Apps, and our APIs, as itrelates to our platform and any other related services we provide (collectivelyreferred to through these Terms as the “Services”).  If youdo not wish to be bound by these Terms, do not use or access any of theServices in any manner or for any purpose.  References herein to “you”means either the individual or the organization that is using the Platform as aregistered user or as a guest, including, where applicable, as an AuthorizedUser of an organization using the Services.  If you are an organization,you agree to ensure that all personnel that use your account are dulyauthorized by you (each an “Authorized Person”) and you remainfully liable for each Authorized Person’s adherence to these Terms. 

Notwithstanding the above, if you have entered into a separate writtenagreement with ProjectMark for a subscription to access any portions of thePlatform (a “Separate Subscription Agreement”), the SeparateSubscription Agreement between you and ProjectMark will control your use of ourPlatform and your receipt of the Services described in the SeparateSubscription Agreement, and the provisions of these Terms shall only apply tothe extent your Separate Subscription Agreement specifically identifies that provisionas applicable. 

‍If you live in the United States or Canada, by agreeing to these Terms, youagree to resolve disputes with ProjectMark through binding arbitration (withvery limited exceptions, not in court), and you waive certain rights toparticipate in class actions, as detailed in the Dispute Resolution for US andCanadian Residents section of these Terms. 

If you live outside of the United States or Canada, by agreeing to these Terms,you agree to resolve disputes with ProjectMark in accordance with the DisputeResolution for non-US and non-Canadian Residents section of these Terms. 

1. Accounts.  

a. Inorder to access and use most of the Services available through the Platform,you will need to register and create an account (“Account”) and,via registration, you will be required to identify yourself by providinginformation required through the registration process, including providing avalid email address and/or a phone number capable of receiving SMS textmessages. As part of the registration process, you will be required to select apassword. You agree to provide accurate, current and complete information aboutthe Account. ProjectMark reserves the right to suspend or terminate your Accountif any information provided during the registration process or thereafter is orbecomes inaccurate, false or misleading. 

b. Youmay be required to register for an Account through additional means, includingagreeing to a payment plan in a Separate Subscription Agreement.  All suchterms and conditions are incorporated herein with respect to you and your rightto use the Services shall terminate automatically upon the conclusion of anyterm contained in such Separate Subscription Agreement or as otherwise statedtherein. 

c. Youhave complete responsibility for your Account and everything that happens onyour Account, including for any harm or damage caused by someone using yourAccount without your permission. You are responsible for maintaining theconfidentiality of your password and you agree to notify us in writing if yourpassword is lost, stolen, or disclosed to an unauthorized third-party, orotherwise may have been compromised. 

d. YourAccount is personal to you and may not be transferred or assigned to any otherperson or entity.  In the event of your death, your Account will be closedand terminated. 

e. Ifyou get locked out of your account for any reason, we may request informationfrom you, as we deem necessary, to confirm that you are indeed the owner ofyour Account prior to unlocking your Account or allowing you to reset yourpassword. 

f. Note,use of the Services is meant for individuals that are at least 18 years of age. As such, if you are under 18 years of age, you may not set up an Account. You further agree to not allow anybody under the age of 18 to use yourAccount.  If we discover that you have created an Account and you areyounger than the required age for consent to use online services (e.g., 13years of age in the United States), we will terminate your Account.  

‍2. YourRights to Use the Services.   

a. Subjectto your compliance with these Terms, so long as you have a valid Account,ProjectMark grants you a limited, non-exclusive, non-transferable, revocablelicense to access and use the Services, solely for their intended purposes. Moreover, if you choose to use a Mobile App, ProjectMark grants you alimited, non-exclusive, non-transferable, revocable license to download theMobile App on your mobile device solely to enable you to access the Services inaccordance with these Terms so long as you have a valid Account.  Yourrights to use and access the Services and/or any Mobile App will be limited tothose expressly granted in this Section (Your Rights to Use the Services). ProjectMark and its licensors reserve all rights and licenses in and tothe Services and all Mobile Apps not expressly granted to you under theseTerms. ProjectMark may change or update the Services or certain featuresthereof from time to time, without prior notice to you.   

‍b. Weare a vibrant company with a lot of ideas.  Therefore, we need to reservethe right at any time and from time to time to modify or discontinue,temporarily or permanently, the Services (or any part thereof) with or withoutnotice. You agree that, subject to any obligations of ProjectMark pursuant toany Separate Subscription Agreement between you and ProjectMark, ProjectMarkshall not be liable to you or to any third party for any modification,suspension or discontinuance of the Services (or any part thereof).   

‍c. AllService Content is protected by the copyright laws in the United States and inforeign countries.  While you are permitted to use and access ServiceContent through your use of the Services, all other copying, use, anddistribution of any Service Content is expressly prohibited. 

‍d. NoService Content or other information of any sort accessed or made available throughuse or access to the Services may be used, copied, or transmitted in any mannerfor non-personal or commercial purposes unless you first obtain ProjectMark’swritten consent (which may be withheld in ProjectMark’s discretion).  

3. Prohibitionsand Use Policies. 

‍a. You acknowledge that the Services containstrade secrets of ProjectMark and its licensors, and, in order to protect suchtrade secrets and other interests that ProjectMark and its licensors may havein the Services, you may not, and you agree not to, reverse engineer, decompileor disassemble any software code or system that allows access to the Services. In addition, you may not, and you agree not to: (i) sell or sublicensethe Services; (ii) modify the Services; (iii) distribute or copy the Services,or any content available through the Services (inclusive of Service Content) inwhole or in part; (iv) use the Services in any unlawful manner, for anyunlawful purpose, or in any manner inconsistent with these Terms; (v) access oruse any areas of the Services for which ProjectMark has not granted youauthorization, or tamper or interfere with ProjectMark’s computer systems orthe technical delivery systems of ProjectMark’s providers; or (vi) encourage,authorize, or enable anyone to do any of the foregoing.

b. You may not access our Services if you are froma territory where U.S. businesses are prohibited from engaging in business(such as Cuba, Iran, North Korea, Sudan, or Syria) or if you have beendesignated a Specially Designated National, Denied Person, or Denied Entity bythe U.S. government. 

c. You acknowledge and agree that ProjectMark isnot required to monitor or police communications or data transmitted throughthe Services and that ProjectMark shall not be responsible for the content ofany such communications or transmissions. You shall use the Services exclusivelyfor authorized and legal purposes, consistent with all applicable laws,regulations and the rights of others.   

d. You agree not to harvest or collect mail addressesor other personally identifiable information from other users of our Servicesfor sending unsolicited communications of any kind.  You further agree notuse automated scripts to collection information available through use or accessto the Services.  In addition, you agree not to use or access the Servicesin any manner to:
- harass or advocate harassment of any person;
- exploit or attempt to exploit people in any sexual, violent or otherwiseinappropriate manner;
- solicit personal information from anyone under 18;
- promote information that you know is false or misleading or promote illegalactivities or conduct that is abusive, threatening, obscene, defamatory orlibelous or otherwise objectionable;
- upload, post, email, transmit or otherwise make available any content that wedeem to be harmful, threatening, abusive, harassing, vulgar, obscene,pornographic, hateful, or racially, ethnically or otherwise objectionable;
- impersonate any person or entity, or falsely state or otherwise misrepresentyourself or your affiliation with any person or entity;
- transmit "junk mail," "chain letters," or unsolicitedinstant messaging, or "spamming" in any fashion;
- solicit passwords or personal-identifying information for commercial orunlawful purposes from users of the Services;
- promote pyramid or Ponzi schemes;
- upload, post, email, transmit or otherwise make available any material thatcontains software viruses, trojan horses, or any other computer code, files orprograms designed to interrupt, destroy or limit the functionality of anycomputer software or hardware or telecommunications equipment;
- use or attempt to use another's Account or create a false identity of anykind; or
- commit or cause the commitment of any "click-fraud" or other act,such as using spiders, robots, web scrapers, screen scrapers, internet macros,or other automated software programs, that intentionally misrepresentsadvertising, page-views, or voting metrics on the Websites or otherwise. 

4. YourContent; Ownership and License Granted.   

a. Throughthe use of the Platform and the Services, you are allowed to post, upload,store, share, send, and display images, video, data, text (generally, “YourContent”).  Your Content may consist of Your Personal Informationand Your Public Content.  For purposes of these terms, “YourPersonal Information” includes all personally identifiable informationand any other information meeting the definition of Personal Information pursuantto our Privacy and Security Policy (see below).  “Your PublicContent” is any of Your Content that you post, upload, store, share,send, or display via use of the Services that (i) you make available in publicareas of the Services (which information may include information thatidentifies you), or (ii) is anonymized in a reasonable manner by us to ensurethat it cannot be used to identify you or your employees, agents, or customers. For example purposes, Your Public Content may include digital photos ofreal estate development and/or construction projects with which you have beenor are presently involved. For clarity, Your Public Content does not includeCustomer Data as that term is defined in any Separate Subscription Agreement,if applicable, and our use of Customer Data shall be subject to the terms ofany such Separate Subscription Agreement.  

b. Allof Your Content remains yours and ProjectMark does not claim any ownership rightsin any of Your Content.  Nothing in these Terms will be deemed to restrictany rights that you may have to use and exploit Your Content. You represent andwarrant that you and your licensors own all right, title and interest in and toYour Content and that you have all rights in Your Content necessary andsufficient to transmit to, upload to, transfer to, process on, store in, orcause to interface with your Account or the Services, and to grant the rightscontemplated by these Terms to us. You are solely responsible for all of YourContent including, but not limited to, the development, transmission,operation, maintenance, storage, claims, and use of Your Content. 

c. Byusing our Services, and subject to any restrictions set forth in any SeparateSubscription Agreement, you hereby grant ProjectMark a limited, non-exclusive,royalty-free, perpetual (except as stated in sub-part (d) below) licenseto (i) access, collect, use, re-use, share, modify, store, monitor, copy,process, analyze, transmit, and/or display Your Public Content within oroutside of the Platform and (ii) allow other registered users of our Servicesto use, share, store, copy, transmit and/or display Your Public Content on thePlatform, in each such case (1) in order to provide the Services (as presentlycontemplated and as modified in the future) to you specifically and to allusers generally (2) to assist us in (A) improving our Services or (B)developing new products or services, (3) to monitor compliance with these Termsby you, and (4) for any other legitimate business purpose (including, by way ofexample and not limitation, marketing and promoting our Services through socialmedia and other marketing channels) (the “Rights Granted”). In addition,if you are an Authorized User of an organization using the Services, you herebyagree and consent to allow the administrator of your organization’s account orother Authorized User to access, collect, use, re-use, share, modify, store,monitor, copy, process, analyze, transmit, and display Your Content within theServices, and you acknowledge that you have no individual ownership or interestin Your Content separate from your organization’s rights therein.   

d. Notwithstandinganything contained in these Terms, Your Personal Information shall be governedby our Privacy and Security Policy and upon termination of your Account, theRights Granted with respect solely to Your Personal Information shallterminate. 

‍5. Fees.  

a. Ifyou have subscribed to receive access to paid components of our Services, youwill have selected a payment plan based on the aspects of the Servicesidentified at the time of your subscription, and will have agreed to haveprovided correct credit card or other payment instruments and billinginformation. You understand and agree that we can and do use third-partypayment processors and you authorize us (and our payment processing vendors) tobill your credit card or other payment instruments in accordance with yourpayment plan.  We may elect to bill you through an invoice, in which casefull payment shall be due as specified on the applicable invoice.  Pastdue fees are subject to a finance charge of 1.5% per month or the highestamount permitted by applicable law (if less), plus all expenses ofcollection. 

b. Changesto your fees may be made in accordance with your chosen payment plan provided,however, if no such terms are included, we have the right to change the feesfor your payment plan on thirty (30) days’ notice to you sent to the emailassociated with your Account. Your continued use of the Services shallconstitute your agreement to any price changes.  You agree that you mustdispute any charges levied by us against you within 60 days after the earlierof the date (i) we bill your credit card or other payment processors or (ii) weinvoice you.  All amounts paid to us by you are non-refundable.  

6. Ownership. ProjectMark and its licensors reserve sole and exclusive ownership ofthe Services, the Platform, the Websites, the Mobile Apps, and all copyrights,patents, trademarks, and other intellectual property rights therein otherthan Your Content or content that would meet the definition of YourContent of other users of the Services (the “ProjectMark Materials”).You may not remove, alter, or obscure any copyright, trademark, or otherproprietary rights notices appearing on or through use of the Services. Ifyou provides ProjectMark with any suggestions, comments, or other feedbackregarding the Services (“Feedback”), you acknowledge that suchFeedback will become the exclusive property of ProjectMark, and ProjectMark mayuse (or not use) any such Feedback in any manner and for any purpose, withoutcompensation to you and without implying or creating any interest on your partin any of ProjectMark’s products or services that may be based on suchFeedback. You hereby irrevocably assign and agree to assign to ProjectMark allright, title, and interest in any Feedback you provide. 

‍7. AccountTermination and Suspension.   

‍a. Youmay terminate and deactivate your Account at any time by following theprotocols required under the Services or otherwise contacting us at [email protected] and byfollowing our manual deactivation protocols.  You will remain responsiblefor any fees that may be owed to us under your applicable service plan.

b. ProjectMarkmay suspend your Account and your use of the Services as ProjectMark deemsappropriate to prevent, investigate, or otherwise address any suspected misuseof the Services.  Additionally, we may also completely deactivate,terminate, or delete your Account and your rights to use or access the Servicesat any time for any reason, or no reason, with or without notice.   

c. Upontermination of your Account by you or by us, ProjectMark shall have noobligation to maintain Your Content or provide Your Content to you.  Ifyour Account is terminated, the Rights Granted shall continue except withrespect to Your Personal Information. 

d. Allprovisions of these Terms that, by their nature, should survive termination ofyour Account shall survive. 

‍8. ThirdParty Interactions.  

a. Youare solely responsible for your interaction with other users of the Servicesand/or any third-party that advertises or otherwise markets themselves via the Platform(each a “Service Advertiser”).  While we reserve theright to monitor disputes between you and other users or Service Advertisers,we have no obligation to do so. You agree not to hold us responsible for theactions or inactions of any such Service Advertisers or users, including thingsposted or offered to you.  You acknowledge that ProjectMark is solely afacilitator of information provided to it by its users and Service Advertisersthrough the Platform. We are not involved in the actual development of thecontent submitted by users or Service Advertisers (including informationrelated to any Service Advertiser’s purported service or product offerings or anyinformation about any other user’s qualifications) (collectively “OtherUser Content”) and have detrimentally relied on therepresentations made by you, other users, and the Service Advertisers in orderto provide the Services. We have no control over and do not guarantee (i) thetruth or accuracy of any advertisements or Other User Content, (ii) any ServiceAdvertiser will actually complete a transaction with you at all or to yoursatisfaction, or (iii) any user will perform any services or transaction withyou to your satisfaction or accurately represent any project such user promotes(directly or indirectly) through the Platform.  

b. Ifyou have a dispute with one or more users of the Services or any ServiceAdvertiser, you release ProjectMark (and our officers, directors, agents, subsidiaries,joint ventures and employees) from claims, demands and damages (actual andconsequential) of every kind and nature, known and unknown, arising out of orin any way connected with such disputes. If you are a California resident, youwaive California Civil Code § 1542, which says: 

A GENERAL RELEASEDOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE ANDTHAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HERSETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 
‍
‍9. Privacyand Security Policy.  ProjectMark’s Privacy and Security Policy(available at https://www.projectmark.com/privacy-policy)is incorporated herein for all purposes and you agree to the provisionscontained therein. If any portion of these Terms conflicts with any portion ofthe Privacy and Security Policy, the Privacy and Security Policy shall governfor all purposes. 

10. Copyrightand Intellectual Property Policy. 

‍a. ProjectMark respects the intellectualproperty rights of others. If you believe your work has been copied or used ina way that constitutes copyright infringement, are aware of any infringingmaterial on any Website or any Mobile App, or believe any material on any Websiteor any Mobile App infringes any other intellectual property right (including,without limitation, trademark rights and rights to publicity and privacy),please contact ProjectMark's designated copyright agent at the address listedbelow and provide the following information in the form of a writtennotification (pursuant to 17 U.S.C. § 512(c)) (a "DMCA Notice"): 

(1) an electronic or physical signature of theperson authorized to act on behalf of the owner of the copyright interest;
(2) Identification of the copyrighted work(s) thatyou claim to have been infringed;
(3) a description of where the material that youclaim is infringing is located on the applicable Website or Mobile App;
(4) your address, telephone number, and emailaddress;
(5) a written statement by you that you have a goodfaith belief that the disputed use is not authorized by the copyright owner,its agent, or the law;
(6) a statement by you, made under penalty ofperjury, that the above information in your notice is accurate and that you arethe copyright owner or authorized to act on the copyright owner's behalf. 

The designated copyright agent for ProjectMark is: 

Brady DeaneGroup, Inc.
Attn: DMCA Compliance Officer
235 Westlake Center, #397,
Daly City, CA 94015
Telephone: (415) 248-6227
e-mail: [email protected] 

If you submit a DMCA Notice hereunder, you shall be deemed a "ComplainingParty" for purposes of these Terms. Please note that, due tosecurity concerns, attachments cannot be accepted. Accordingly, anynotification of infringement submitted electronically with an attachment willnot be received or processed. Moreover, this procedure is exclusively fornotifying ProjectMark that your intellectual property rights have beeninfringed. 

b. Upon receipt of a written DMCA Notice containingthe information as outlined above, ProjectMark shall: 

(1) Remove or disable access to the material that isalleged to be infringing;
(2) Forward the written DMCA Notice to such allegedinfringer ("Alleged Infringer");
(3) Take reasonable steps to promptly notify the AllegedInfringer that it has removed or disabled access to the material. 

c. Pursuant to 17 U.S.C. § 512 et al., an AllegedInfringer may provide ProjectMark's designated copyright agent with a counternotice objecting to the Complaining Party's allegations and ProjectMark'sremoval of the alleged infringing material (a "Counter DMCA Notice").To be effective, a Counter DMCA Notice must be a written communication providedto ProjectMark's designated copyright agent that includes substantially thefollowing: 

(1) A physical or electronic signature of theAlleged Infringer;
(2) Identification of the material that has beenremoved or to which access has been disabled and the location at which thematerial appeared before it was removed or access to it was disabled;
(3) A statement under penalty of perjury that theAlleged Infringer has a good faith belief that the material was removed ordisabled as a result of mistake or misidentification of the material to beremoved or disabled;
(4) The Alleged Infringer's name, address, andtelephone number, and a statement that the Alleged Infringer consents to thejurisdiction of Federal District Court for the judicial district in which theaddress is located or, if the Alleged Infringer's address is outside of theUnited States, for any judicial district in which the ProjectMark may be found,and that the Alleged Infringer will accept service of process from the personwho provided the DMCA Notice or an agent of such person. 

d. Upon receipt of a Counter DMCA Notice containingthe information as outlined in 1 through 4 above, ProjectMark shall: 

(1) Promptly provide the Complaining Party with a copy ofthe Counter DMCA Notice;
(2) Inform the Complaining Party that it will replace theremoved material or cease disabling access to it within ten (10) business days;
(3) Replace the removed material or cease disabling accessto the material within ten (10) to fourteen (14) business days followingreceipt of the Counter DMCA Notice, provided ProjectMark's Designated Agent hasnot received notice from the Complaining Party that an action has been filedseeking a court order to restrain the Alleged Infringer from engaging ininfringing activity relating to the material on ProjectMark's network or system. 

‍11. Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, THE WEBSITES, THEMOBILE APPS, AND ALL CONTENT RELATED THERETO ARE PROVIDED “AS IS” AND “ASAVAILABLE,” AND PROJECTMARK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGBUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT,TITLE, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIESARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILARWARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. SPECIFICALLY ANDWITHOUT LIMITING THE FOREGOING IN ANY WAY, PROJECTMARK SPECIFICALLY DISCLAIMSANY WARRANTY: (i) THAT ANY SERVICE OR PRODUCT OFFERED BY PROJECTMARK WILL MEETANY PARTICULAR REQUIREMENTS; (ii)THAT SERVICES OR PRODUCTS OFFERED BYPROJECTMARK WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANYDEFECTS IN ANY PRODUCT WILL BE CORRECTED; OR (iii) RELATING TO THE ACCURACY ORRELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF YOUR USE OF THE PROJECTMARKSERVICE OR ITS WEBSITES OR MOBILE APPS OR ANY COMMUNICATIONS, DATA,INFORMATION, OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGHTHE USE OF ANY OF THE FOREGOING. YOU AND PROJECTMARK AGREE, AND IT IS THEIRINTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESSREQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BYCONTRACT. TO THE EXTENT THAT PROJECTMARK CANNOT DISCLAIM ANY SUCH WARRANTY AS AMATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BELIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.  SOME JURISDICTIONS DO NOTPERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THEFOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT PROJECTMARKCANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE ANDDURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 

12. ContactEnrichment Information.  ProjectMark hereby advises, and youacknowledge, that ProjectMark may obtain and include as part of the Services,whether integrated therein or added thereto, certain contact enrichmentinformation via lead-generation services, related offerings, or otherwise (“CEI”) from one or more third-party providers (each a “CEI Provider”) pursuant to separate agreement betweenProjectMark and said CEI Provider(s). To the extent that you are or are deemedto be an end user (or substantially similar term) of the products and servicesreceived by ProjectMark from any CEI Provider as a result of ProjectMark’sprovision of the Services to you or these Terms, including any license grantedto you by a CEI Provider because of your receipt of the CEI through theServices, you hereby agree to be bound by and comply with all CEI Providerterms and conditions which ProjectMark is subject to and that are applicable toyour receipt and use of said CEI including, without limitation, allprohibitions on your resale or sublicensing of CEI or any CEI Provider productor service or on your use thereof that competes with the CEI Provider. Youshall be responsible for any and all liability of ProjectMark to any CEIProvider arising from or connected to your acts and omissions related to yourreceipt or use of such CEI. Notwithstanding or limiting the foregoing, you acknowledge and agreethat ProjectMark so obtains, and may include in the Services, CEI from a CEIProvider doing business as Apollo.io (“Apollo”). Youexpressly agree to be subject to and comply with Apollo’s Order Form andReseller Addendum with ProjectMark along with all applicable Apollo terms ofservices (see here) as maybe updated from time to time (“Apollo Terms”), whichare hereby incorporated herein, including, but not limited to, Apollo TermsSections 3 (Authorized Use / License Restrictions), 6 (Representationsand Warranties), 8 (Indemnification), 9 (Limitation of Liability),and 10 (Confidentiality). Upon request, ProjectMark will provide you witha copy of any applicable CEI Provider terms and conditions.

13. Indemnity. You will indemnify, defend and hold harmless ProjectMark and itsofficers, directors, employee and agents, from and against any third-partyclaims, disputes, demands, liabilities, damages, losses, and costs andexpenses, including, without limitation, reasonable legal and professionalfees, arising out of or in any way connected with (i) any violation of theseTerms by you, or (iii) allegations that Your Content violates the rights in anymanner of another person or entity, provided that ProjectMark: (a) notifies youin writing of the claim; (b) grants you sole control of the defense andsettlement of the claim; and (c) provides you, at your expense, with allassistance, information and authority reasonably required for the defense andsettlement of the claim. 

14. Limitationof Liability. 

a. ConsequentialDamages.  IN NO EVENT SHALL PROJECTMARK BE LIABLE TO YOU OR ANYTHIRD PARTY FOR COSTS OF PROCUREMENT, COVER, OR SUBSTITUTION GOODS OR SERVICES;LOSS OF USE, DATA, EQUIPMENT, PRODUCTS, BUSINESS OPPORTUNITIES, OR PROFITS;INTERRUPTION OF BUSINESS; TRANSACTIONS ENTERED INTO OR NOT ENTERED INTO; ORSPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, REPUTATIONAL, ORPUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER ARISING UNDERCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANYOTHER THEORY OF LIABILITY, EVEN IF PROJECTMARK HAS BEEN INFORMED IN ADVANCE OF THEPOSSIBILITY OF – OR COULD HAVE FORESEEN — SUCH COSTS, LOSSES, OR DAMAGES. 

b. DirectDamages Cap.  EXCEPT AS SET FORTH BELOW, PROJECTMARK’S TOTALAGGREGATE LIABILITY TO YOU SHALL NOT EXCEED, IN ANY EVENT, THE GREATER OF (i)$100.00 OR (ii) THE FEES PAYABLE BY YOU TO PROJECTMARK DURING THE THREE (3)MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THELIABILITY.  

‍c. Scopeand Exceptions.  THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THISSECTION (LIMITATION OF LIABILITY):                                   

(1) SHALLAPPLY TO THE FULLEST EXTENT PERMITTED BYLAW;                               
(2) SHALLNOT DISCLAIM, LIMIT, OR CAP YOUR OBLIGATIONS TO PROJECTMARK;
(3) REFLECTTHE ALLOCATION OF RISK BETWEEN YOU AND PROJECTMARK; AND
(4) SHALLSURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND SHALL APPLY IN ANY ANDALL CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF ANY FAILURE OFTHE ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY PROVIDED HEREIN. SOMEJURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THEFOREGOING LIMITATIONS MAY NOT APPLY TO YOU. 

15. DisputeResolution for US and Canadian Residents.  If there is a dispute, ouruser support team is happy to try to resolve the issue.  If that does notwork and you live in the United States or Canada, your options are to go tosmall claims court or bring a claim in binding arbitration; you may not bringthat claim in another court or participate in a non-individual class actionclaim against ProjectMark.  This Dispute Resolution section applies onlyif you live in the United States or Canada. If you live outside the UnitedStates of Canada, Dispute Resolution for non-US and non-Canadian Residents ofthese Terms shall apply to you. 

a. SmallClaims.  Either you or ProjectMark can bring a claim in small claimscourt in (a) San Francisco, California, (b) the county where you live, or (c)another place you and ProjectMark both agree on, as long as it qualifies to bebrought in that court.
 
b. Arbitration. If any dispute cannot be resolved amicably and informally and a smallclaims action is not initiated, ProjectMark and you agree to resolve any claimsrelated to these Terms (or our other legal terms) through final and bindingarbitration, regardless of the type of claim or legal theory. If either you orProjectMark brings a claim in court that should be arbitrated and the otherparty refuses to arbitrate it, the other party can ask a court to force both youand ProjectMark to go to arbitration (i.e., compel arbitration). Either you orProjectMark can also ask a court to halt a court proceeding while anarbitration proceeding is ongoing. With respect to any arbitrationproceeding, the following process shall befollowed:                                  

(1) Anydisputes involving a claim or claims of ten thousand dollars ($10,000) or lessin the aggregate must be resolved through binding, non-appearance-basedarbitration (i.e., arbitration conducted online, through written filings,and/or via teleconference) (each a “Sub 10K Arbitration”).                                

(2) AnySub 10K Arbitration shall be conducted through the American ArbitrationAssociation (the “AAA”) in accordance with its CommercialArbitration Rules, Consumer Due Process Protocol, and Supplementary Proceduresfor Resolution of Consumer-Related Disputes.                               

(3) Thefollowing rules will apply to any Sub 10K Arbitration: (i) the arbitration willbe conducted by telephone, online, or based solely on written submissions (atthe choice of the party seeking relief); (ii) the arbitration must not involveany personal appearance by the parties or witnesses (unless we and you agreeotherwise); and (iii) any judgment on the arbitrator’s rendered award may beentered in any court with competent jurisdiction. 

(4) Disputesthat involve a claim (or claims) of more than ten thousand dollars ($10,000) inthe aggregate must be resolved per the AAA’s rules about whether thearbitration hearing has to bein-person.                                

(5) Anyjudgment rendered by the arbitrator in any arbitration proceeding may beentered in any court having jurisdiction and the arbitrator's decision shall befinal and legally binding. 

‍c. NoClass Actions.  ProjectMark and you each agree that each can onlybring claims against the other on an individual basis. This means: (i) neithercan bring a claim as a plaintiff or class member in a class action,consolidated action, or representative action; (ii) an arbitrator cannot combinemultiple people’s claims into a single case (or preside over any consolidated,class, or representative action); and (iii) an arbitrator’s decision or awardin one person’s case can only impact that user, not other users, and cannot beused to decide other users’ disputes. If a court decides that this “No classactions” clause isn’t enforceable or valid, then this entire Dispute Resolutionfor US and Canadian Residents section will be null and void, but the rest ofthe Terms will still apply and the Dispute Resolution for non-US andnon-Canadian Residents of these Terms shall apply instead to you with respectto dispute resolution as if you were not a resident of the United States orCanada. 

d. Changesto This Section.  Notwithstanding the Right to Modify Terms section ofthese Terms, if ProjectMark changes this Dispute Resolution for US and CanadianResidents section after the date you last indicated acceptance to these Terms,you may reject any such change by providing ProjectMark written notice of suchrejection by mail or hand delivery to: ProjectMark, Inc. Attn: Legal, 235Westlake Center #397, Daly City, CA 94105, or by email from the email addressassociated with your Account to: [email protected],within 30 days of the date such change became effective, as indicated by the"last updated on" language above. To be effective, the notice mustinclude your full name and clearly indicate your intent to reject changes tothis Dispute Resolution for US and Canadian Residents section. By rejectingchanges, you are agreeing that you will arbitrate any dispute between you andProjectMark in accordance with the provisions of this Dispute Resolution for USand Canadian Residents section as of the date you last indicated acceptance tothese Terms.   

16. DisputeResolution for non-US and non-Canadian Residents.  If there is adispute, our user support team is happy to try to resolve the issue.  Ifthat does not work and you live outside of the United States or Canada, or asotherwise required by these Terms, you and ProjectMark agree that the federaland state courts within the County of San Francisco in the State of Californiashall have exclusive jurisdiction to adjudicate any dispute arising out ofthese Terms. You expressly consent to the personal jurisdiction of, and venuein, such courts.  

          Rightto Modify Terms. ProjectMark reserves the right, in its solediscretion, to change, modify, add, or delete portions of these Terms at anytime to clarify our practices, reflect new or different practices, comport withchanges in applicable law(s) or for any other reason.  If we make changesto these Terms, we will notify you using prominent means such as by emailnotice sent to the email address specified in your Account, posting a noticethrough our Services, and/or requiring you to agree to any such changes upon yourattempt to continue to use the Services.  Any modifications will becomeeffective on the day they are posted unless stated otherwise.  Yourcontinued use or access of the Services in any manner after any such changesoccur shall constitute your acceptance of the new terms.  Any revisedTerms shall supersede all previous Terms.  Should you have any questionsregarding the specific provisions of these Terms (as amended), please directthem to [email protected].    

18. General  

‍a. GoverningLaw.  These Terms are governed by the laws of the State of California,without reference to its choice or conflict of law principles. 

b. Assignment.Neither ProjectMark nor you may assign these Terms without the other party’sprior written consent and any attempt to do so will be void, except thatProjectMark may assign these Terms, without your consent, to a successor oracquirer, as the case may be, in connection with the acquisition of ProjectMarkby operation of law or via the sale of all or substantially all ofProjectMark’s assets or all or substantially all of the assets that allow forprovision of the Services.  Subject to the foregoing, these Terms will bindand benefit you and ProjectMark and their respective successors andassigns. 

c. NoElection of Remedies.  Except as expressly set forth in these Terms, theexercise by you or ProjectMark of any of its remedies under these Terms willnot be deemed an election of remedies and will be without prejudice to itsother remedies under these Terms or available at law or in equity orotherwise. 

d. Severability. Ifany provision of these Terms is held invalid or unenforceable by a court ofcompetent jurisdiction, the remaining provisions of these Terms will remain infull force and effect, and the provision affected will be construed so as to beenforceable to the maximum extent permissible by law. 

e. LegalActions and Notices.  No action, regardless of form, arising outof or relating to these Terms may be brought by you more than one (1) yearafter the cause of action has accrued. Any notice or other communication to begiven hereunder will be in writing and given by registered or certified mailreturn receipt requested, or email (by us to the email associated with yourAccount or by you to [email protected]from the email associated with your Account). 

f. Relationship. You and ProjectMark agree that no joint venture, partnership, employment,contractor, or agency relationship exists between you and ProjectMark. 

g. Waiver.  Thefailure by either you or ProjectMark to enforce any provision of these Termswill not constitute a waiver of future enforcement of that or any otherprovision. The waiver of any such right or provision will be effective only ifin writing and signed by a duly authorized representative of each applicableparty. 

h. EntireAgreement.  This Agreement, inclusive of the Privacy and SecurityPolicy and any applicable Registration Agreement which has been incorporatedherein, constitutes the complete and exclusive agreement between you andProjectMark with respect to its subject matter and supersedes all priorunderstandings and agreements, whether written or oral, with respect to itssubject matter. 

i. NoLiability for Failure to Provide Services.  It may happen from time totime that our platform is down, either for planned maintenance or becausesomething goes down with our Websites or Mobile Apps.  You accept that youwill not have any recourse against us in such situations.  Moreover, weare not responsible for delay or failure of our performance of any of theServices caused by unforeseen events beyond our reasonable control, like an actof war, hostility, or sabotage; natural disaster; electrical, internet, ortelecommunication outage; government restrictions; or other similar forcemajeure event.