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Terms of Service

Terms of Service

The PadXchange website located at PadXchange.com (the “Website”) is a copyrighted work belonging to PADXCHANGE CORP (referred to herein as “PadX”, “PadXchange”, “Supplier”, “we”, “our”, or “us”). PadX provides an online platform allows you to search, tour, and write on-demand offers for homes. Our services may be accessed through the Website or the PadXchange mobile application (“Mobile App”) (such services, the Website, and the Mobile App, collectively the “Services”). THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICES. THIS AGREEMENT IS ACCEPTED BY YOUR ACCESSING AND/OR USE OF THE SERVICES INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR AVAILABLE THROUGH HYPERLINKS BELOW. THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE SITE. ALL INFORMATION, TOOLS AND SERVICES AVAILABLE FROM PADXCHANGE ARE OFFERED CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS, CONDITIONS, POLICIES AND NOTICES STATED HERE. YOU MAY NOT ACCESS AND/OR USE THE SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE UNDER THE AGE OF 18 YEARS OLD. BY ACCESSING AND/OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE SERVICES.

PLEASE REVIEW PADXCHANGE’S PRIVACY POLICY. THE TERMS OF THE PRIVACY POLICY ARE INCORPORATED INTO AND CONSIDERED A PART OF, THIS AGREEMENT.

Please read these Terms of Service carefully before accessing or using our Website, our Mobile App and/or the Services. By accessing or using any part of our site, the Client agrees to be bound by these Terms of Service. If the Client does not agree to all the terms and conditions of this agreement, then they may not access the Website, Mobile App, or use any of the Services.

Any new features or tools that are added to the Services shall also be subject to these Terms of Service. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or making changes to our Website or Mobile App. It is your responsibility to check the Terms of Service page periodically for changes. Your continued use of or access to the Website or Mobile App following the posting of any changes constitutes acceptance of those changes.

PadX fully supports the principles of the Fair Housing Act and the Equal Opportunity Act in letter and spirit and of the U.S. policy for achieving equal housing opportunity throughout the United States. We encourage and support an affirmative advertising and marketing program in which there are no barriers to obtaining housing because of race, color, religion, sex, handicap, familial status, or national origin.

General Conditions

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, scraped, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Website or Mobile App content must be retained on any copies. We reserve the right to refuse service to anyone for any reason at any time.

Modifications

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to the Client or to any third-party for any modification, price change, suspension or discontinuance of the Service.

User Accounts

You may register, maintain, and create an Account for the Service. You are responsible and liable for all activities conducted in connection with your Account, and the accuracy of all information relating thereto, including contact, technical and payment information, and your login credentials. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation or the terms of this Agreement. You will promptly (i) update any Account information when it changes, and (ii) notify us of any unauthorized use of your Account, including any security or data breach. You may only connect to the Service through your Account and in accordance with our access procedures. You will not allow an Account to be shared or used by more than one individual. By providing us with your email address, you consent to us sending you Service-related notices. You must be eighteen (18) years of age or older to use the Service.

You are responsible for maintaining the confidentiality of your PadXChange Account login information and are fully responsible for all activities that occur under your PadXChange Account. PadXChange cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We will protect your PadXChange Account information in accordance with our Privacy Policy.

PadXChange may use third party service providers at its discretion. All information collected by third parties is governed by their various terms of service and privacy policies. PadXChange has no control over and cannot be responsible for third party service providers.

We may, without prior notice, change the Service, stop or suspend access to any or all of the Service, or create usage limits for the Service. Your continued use of the Service after any change or limitation constitutes your acceptance thereof.

Subject to this Agreement, we grant you a non-exclusive, non-sublicenseable, nontransferable, limited right, solely during the term of the Agreement, to access and use the Service solely for your non-commercial purposes related to searching for real estate for personal use.

Your Representations

You represent and warrant that you: (1) have the right and authority to enter into this Agreement and that by entering into or executing your obligations under this Agreement, you will not be in breach or violation of the terms of any agreement with or obligation to any third party; (2) are a prospective purchaser or seller of real property in and operating with a bona fide interest in the purchase or sale of such real property; (3) are not under any agreement with any real estate broker or agent that would prevent you from using PadX, and you do not have a contract or agreement with any third party that would interfere with any representation of you; (4) will use the Services for non-commercial uses, including limiting your search on the Service to properties that meet your search criteria; (5) will not (i) contact the owner or seller of any property from information gained through the Service or (ii) attempt to enter the property or speak with an owner or seller without an appointment set by us; (6) authorize us to review and provide copies of various documents in any of your transactions relating to the Service, including without limitation home inspection reports and closing papers; (7) agree that we may also represent other prospective buyers seeking to purchase properties that may meet your criteria;

Additionally you agree that you will NOT (a) submit false or misleading information; (b) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (c) to facilitate illegal transactions or run a business that doesn't adhere to the laws of your state; (d) to collect or track the personal information of others; (e) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (f) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or for violating this Agreement.

You agree all data provided on the Service is for your personal, sole and private, non-commercial use and not available for redistribution, retransmission or copying. You may not sell or use such data for any purpose, other than the purpose of attempting to evaluate properties or properties for sale or purchase. You acknowledge that the MLS data on the Service is owned by the respective MLS, and you acknowledge the validity of the MLS's copyright to such data.

For Agents

If you hold any real-estate license, including, but not limited to brokers, associate brokers or salespersons license you must immediately advise us when creating an Account. We reserve the right to deny or terminate access to anyone.

Listing a Property or Buying a Property

There may be the option to engage us or one of our affiliates as your listing agent for selling certain property. Prior to engaging us or one of our affiliates as your listing agent, you will be required to execute an agreement detailing the terms and cost of such engagement as provided to you by us. We cannot and will not act as your listing agent until such document is fully executed by you and us. We reserve the right to refuse to act as your listing agent for any or no reason.

If you are buying property from our Services you (i) acknowledge and agree that we will not pay any sales commission to any agent representing you in connection with such purchase; and (ii) agree to indemnify and hold us harmless against any and all claims that we are required to pay or share any sales commission in connection with the purchase or sale of such property.

MLS Terms of Use

Before proceeding to view the content made available through the Services, you must acknowledge that:

  1. The individual multiple listing service (MLS), which supplies the listing data, owns such data and you acknowledge the validity of the MLS's copyright to such data.
  2. You are entering into a lawful consumer-broker relationship with us as defined by applicable state law. You have no obligation to work with us, and you can terminate your account at any time. Any information you obtain from the Services is intended for your personal, non-commercial use.
  3. You have a bona fide interest in the purchase, sale, or lease of real estate through our Service.
  4. You will not copy, redistribute, or retransmit any of the information provided except in connection with your consideration of the purchase or sale of an individual property.
  5. We also explicitly authorize MLS employees, MLS members, or their duly authorized representatives to access our Website and Mobile Application for the purposes of verifying compliance with MLS rules and monitoring the display of participants' listings on our Service

Information from MLS sources is deemed reliable but not guaranteed.

Copyright Policy

We respect the intellectual property of others and asks that users of our services do the same. In connection with our services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

  1. your physical or electronic signature;
  2. identification of the copyrighted work(s) that you claim to have been infringed;
  3. identification of the material on our services that you claim is infringing and that you request us to remove;
  4. sufficient information to permit us to locate such material;
  5. your address, telephone number, and e-mail address;
  6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

Please reach out to our designated Copyright Agent for PadXchange at contact@padxchange.com.

User Content

“User Content” of a user means any and all information and content that such user submits to, or uses with, the Services (e.g., content in the user's profile or forum post). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, and/or consents to use your User Content with the Services as described herein and (ii) your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by PadXchange. Because you alone are responsible for your User Content (and not PadXchange), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. PadXchange is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire. We will protect User Content in accordance with the Privacy Policy.

By using your User Content with the Services, you automatically grant, and you represent and warrant that you have the right to grant, to PadXchange an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing for any purpose. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or rights of attribution with respect to your User Content.

PadXchange will treat any feedback or suggestions you provide to PadXchange as non-confidential and non-proprietary. Thus, in the absence of a written agreement with PadXchange to the contrary, you agree that you will not submit to PadXchange any information or ideas that you consider to be confidential or proprietary. You agree that you grant the full scope of License provided above to PadXchange in connection with any feedback or suggestions you provide.

Acceptable Use Policy

The following sets forth PadXchange’s “Acceptable Use Policy”:

You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to use the Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) scrape, harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies or procedures of such networks or otherwise interferes with our operation or provision of the Services; (e) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; or (f) harass or interfere with another user's use and enjoyment of the Services.

We reserve the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, suspending or terminating your PadXchange Account in accordance with the Termination section of this Agreement, and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, violates any section above, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including your PadXchange Account username and password, IP address and traffic information, usage history, and your User Content.

DISCLAIMER OF WARRANTIES

THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, iOS, AND WEBSITE CONTENT) ARE PROVIDED “AS-IS” AND AS AVAILABLE AND WE (AND OUR SUPPLIERS, PARENTS, AFFILIATES, AND RELATED COMPANIES) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, OR MLS FEED IS ACCURATE, RELIABLE OR CORRECT. WE (AND OUR SUPPLIERS, PARENTS, AFFILIATES, AND RELATED COMPANIES) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, OR WEBSITE CONTENT): (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE BASIS, OR FREE FROM BREACH OR INTERCEPTION OF DATA OR YOUR CONFIDENTIAL INFORMATION; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. NEITHER (NOR OUR SUPPLIERS, PARENTS, AFFILIATES, AND RELATED COMPANIES) WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, LINK OR ADVERTISEMENT OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE OR SERVICE, AND NEITHER US NOR ANY AFFILIATED ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY SUCH THIRD PARTY REGARDING THE THIRD PARTY SITES & ADS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION ON LIABILITY

IN NO EVENT SHALL WE (AND OUR SUPPLIERS, PARENTS, AFFILIATES, AND RELATED COMPANIES) OR ANY OF OUR EMPLOYEES, LICENSORS, CONSULTANTS, CONTRACTORS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, ERRORS, OMISSIONS, MISCALCULATIONS, MISREPRESENTATIONS OF VALUE OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, OR WEBSITE CONTENT), OR THIRD PARTY SITES & ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, AND WEBSITE CONTENT), AND THIRD PARTY SITES & ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. AS PROVIDED IN SECTION 2, WE ARE NOT RESPONSIBLE FOR ANY HARM, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY AND WRONGFUL DEATH, ARISING OUT OF YOUR CONSUMPTION OR REFUSAL TO CONSUME ANY PRODUCT, OR YOUR PURCHASE OF ANY PRODUCT. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Governing Law and Arbitration

We are controlled and operated from our United States offices in California. We make no representation that the Services are appropriate or available for use in any particular location. This Agreement is governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Los Angeles County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Los Angeles County, California, or the Central District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Indemnification

You agree to indemnify and hold PadXChange, its parents, subsidiaries, affiliates, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, and any related companies, its suppliers, licensors and partners, and the affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Services, or (ii) your violation of this Agreement. PadXChange reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of PadXChange. PadXChange will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Notices

All notices and other communications to be given to any party hereunder will be sufficient for all purposes hereunder if in writing, properly addressed as set forth below in this section and delivered (a) by hand or courier (delivery of notice deemed to occur upon delivery), (b) if sent electronically on the date delivered to the authorized email address, (c) by overnight delivery service (delivery of notice deemed to occur upon delivery and written confirmation thereof by such service), (d) by certified or registered mail, return receipt requested, with appropriate postage prepaid (delivery of notice deemed to occur upon signature of the receipt by the recipient), or (e) if from us to you, posted to your Account OR the Service on the date noted by us. If to us, notices may be sent to contact@padxchange.com. If to you, your email and mailing address as identified in our records.

Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Entire Agreement

This Agreement, which includes the Privacy Policy, our full Onboarding Agreement (if applicable), and any other rules posted on the Website, constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Supplier’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Nature of Relationship

Unless otherwise expressly stated or agreed to, the relationship of the parties under these Terms will be that of independent contractors. Neither these Terms as a whole or any part of these Terms will render either party the agent, representative, servant, or employee of the other party. Neither party has the power, express or implied, to bind the other party in any manner or to make representations on behalf of the other party regarding any matter. Except as stated in the Agreement, we will in no way be restricted from using or commercializing all or any portion of the Service or performing or receiving any services from any third party including services the same as or similar to Service provided or received in connection with this Agreement.

Copyright/Trademark Information

Copyright © 2018, PadXchange. All rights reserved. All trademarks, logos and service marks displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

App Stores

You acknowledge and agree that the availability of the Services is dependent on the third party from which you received the Mobile App, e.g., the Apple iPhone store website, the Google Play store website, etc., ("App Store"). You acknowledge that this Agreement is between you and PadXchange and not with the App Store. PadXchange, not the App Store, is solely responsible for the Mobile App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable agreements, terms of use/service, and other policies of the App Store. You acknowledge that the App Store (and its subsidiaries) is a third party beneficiary of this Agreement and will have the right to enforce this Agreement.

App Store Notices

The following additional terms and conditions apply to you if you are using a Mobile App from the Apple App Store.

Acknowledgment: PadXchange and you acknowledge that this Agreement is concluded between PadXchange and you only, and not with the App Store. PadXchange, not the App Store, is solely responsible for the Mobile App and the content thereof. To the extent this Agreement provides for usage rules for the Mobile App that are less restrictive than the Usage Rules set forth for Mobile Apps in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting term applies.

Scope of License: The license granted to you for the Mobile App is limited to a non-transferable, non-commercial license to use the Mobile App on an iPhone OS Product or Android device that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

Warranty: PadXchange is solely responsible for any software product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price for the Mobile App to you; and to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be PadXchange’s sole responsibility.

Product Claims: PadXchange and you acknowledge that PadXchange, not the App Store, is responsible for addressing any claims of you or any third party relating to the Mobile App or your possession and/or use of that Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit PadXchange’s liability to you beyond what is permitted by applicable law.

Intellectual Property Rights: PadXchange and you acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party's intellectual property rights, PadXchange, not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Name and Address: Any questions, complaints, or claims about this Agreement should be addressed to contact@padxchange.com.

Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the Mobile App.

Third Party Beneficiary: PadXchange and you acknowledge and agree that the App Store, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, the App Store will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

Open Source Notices

The following additional terms and conditions apply to you if you are using the Mobile App. Certain items of independent, third-party code may be included in the Mobile App that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this Agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See Disclaimer of Warranties for more information.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. We may terminate these Terms for convenience upon notice.

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your PadXChange Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement or if we believe you are younger than 18.

Upon termination of this Agreement, your PadXChange Account and right to access and use the Services will terminate immediately, including the rights and licenses granted to you hereunder. You understand that any termination of your PadXChange Account involves deletion of any user content associated therewith from our live databases. PadXChange will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your PadXChange Account.

Upon termination, you grant to us a non-exclusive, non-sublicenseable, non-transferable, irrevocable, and perpetual license to use the data and information collected by the Service under your Account during the term of these Terms, and to use such data and information in accordance with the Privacy Policy.

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