Terms of Use

Welcome to the website for Assurified, Inc. (“we”, “our” or “Assurified”).

The use of this website by users (“you”, “your”, or “user”), including access to and use of Assurified’s proprietary software platform (the “Platform”) is subject to the terms and conditions contained in these Terms of Use (“Terms”). Please read these Terms carefully before you begin using the website. These Terms are legally binding and your use of the website serves as your acceptance of, and agreement to, the Terms. If you do not agree with any of the Terms, you are not permitted to use the website.

We may amend the Terms by posting the amended version on our website. You agree that the foregoing will constitute sufficient and effective notice. By continuing to use the website more than 30 days after we post an amended version, you confirm your acceptance of, and agreement to, the Terms as amended. If you do not agree with any of the changes, you must immediately stop using the website, and your license to use the website will immediately terminate.

1. ACCESS AND USE RIGHTS

Subject to these Terms, Assurified hereby grants to user a limited, personal, nonexclusive, nontransferable and revocable right to access and use the website solely for the purposes of testing and evaluating the Platform (the “Purpose”). Disclosure or transfer of the Platform or any part thereof to any third party is strictly prohibited.

2. OWNERSHIP RIGHTS

You acknowledge and agrees that, as between the parties, Assurified owns all right, title and interest in and to the Platform, including all associated intellectual property rights. All improvements or modifications made to the Platform shall be owned solely and exclusively by Assurified. You will not acquire or otherwise be granted any rights or licenses on account of these Terms, except for the access and use rights expressly granted under these Terms. Without limiting the foregoing, Assurified retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to you or any other person.

3. PROPERTY DATA; SERVICES DATA

As between the parties, you own all right, title, and interest in and to the leasing operations data input into the Platform by you or on your behalf (“Property Data”), including all intellectual property rights therein. You hereby grant to Assurified (a) a non–exclusive, royalty–free, worldwide license to reproduce, distribute, and otherwise use and display the Property Data and perform all acts with respect to the Property Data as may be necessary for Assurified to provide you with access and use in accordance with the terms of these Terms, and (b) a non–exclusive, perpetual, irrevocable, royalty–free, worldwide license to reproduce, distribute, modify, and otherwise use the Property Data to improve the Platform and to compile and otherwise create Services Data.
As between the parties, Assurified owns all right, title, and interest in and to aggregated and de–identified Property Data relating to your use of the website (e.g., analytics data, statistics data and performance data) (collectively, “Services Data”), and all intellectual property rights therein. You acknowledge and agree that Assurified may compile Services Data based on Property Data input into the Platform. You agree that Assurified may use Services Data to the extent and in the manner permitted under applicable law, provided that such Services Data does not identify you.

4. EVALUATION FEEDBACK

You agree to test and evaluate the performance and functionality of the Platform and provide Assurified with your comments, suggestions and other feedback regarding the operation, usefulness and functionality of and potential improvements to the Platform (collectively, “Feedback”). Nothing in these Terms or in the parties’ dealings arising out of or related to these Terms will restrict in any way, or require Assurified to compensate or credit you with respect to, Assurified’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback. You hereby assign to Assurified all right, title, and interest in, and Assurified is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights relating to the Platform contained in the Feedback, for any purpose whatsoever, although Assurified is not required to use any Feedback.

5. CONFIDENTIALITY

As used herein, “Confidential Information” means all information relating to the Platform and any other non-public proprietary or confidential information of Assurified, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” expressly including the Platform and any documentation relating to the Platform, and all notes, analyses, summaries, and other materials prepared by you or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your or your Representatives’ breach of these Terms; (b) is obtained by you or your Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) you establish by documentary evidence, was in your or your Representatives’ possession prior to Assurified’s disclosure hereunder; or (d) you establishe by documentary evidence, was or is independently developed by you or your Representatives without using any Confidential Information.
In connection with the Purpose, Assurified may disclose Confidential Information to you. You shall use the Confidential Information solely for the Purpose and shall not disclose such Confidential Information other than to its employees, contractors and agents (collectively, “Representatives”) who: (i) need access to such Confidential Information for the Purpose; (ii) are informed of its confidential nature; and (iii) are bound by written confidentiality obligations no less protective of the Confidential Information than the terms contained herein. You shall safeguard the Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care. You will be responsible for any breach of these Terms caused by your Representatives. You agree to notify Assurified in writing within two (2) days of any unauthorized use or disclosure of the Confidential Information that may come to your attention.
If you or any of your Representatives is required by a valid legal order to disclose any Confidential Information, you shall notify Assurified of such requirements so that Assurified may seek, at Assurified’s expense, a protective order or other remedy, and you shall reasonably assist Assurified therewith. If you remain legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

6. DISCLAIMER; LIMITATION ON LIABILITY

THE PLATFORM IS SUPPLIED TO EVALUATOR ON AN "AS IS" BASIS WITHOUT ANY WARRANTY OF ANY KIND. ASSURIFIED EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ASSURIFIED MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION, AND WILL HAVE NO LIABILITY TO EVALUATOR OR ANY OTHER PERSON RELATING TO EVALUATOR’S USE OF ANY OF THE CONFIDENTIAL INFORMATION OR ANY ERRORS THEREIN OR OMISSIONS THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ASSURIFIED OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE USE OF THE PLATFORM, EVEN IF ASSURIFIED OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. TERM; TERMINATION

We reserve the right to condition your license to access and use the website on your agreement to, and compliance with, these Terms. We also reserve the right to terminate your license to access and use the website, at any time, for any reason or no reason, in our sole discretion. You may terminate these Terms by discontinuing your use of the website. Notwithstanding such a termination, Sections 2, 3, 5, 6, 7, and 8 of the Terms will remain in force, and you will continue to be liable for all your activities during the time you used the website. Upon termination, you shall return to Assurified or destroy (including purging from any system or storage media) all copies of Assurified Confidential Information, including any documentation relative thereto, and, at Assurified’s written request, certify in writing the completion of such return or destruction.

8. GENERAL

You acknowledge and agree that any breach of these Terms will cause irreparable harm and injury to Assurified for which money damages would be an inadequate remedy and that, in addition to remedies at law, Assurified is entitled to equitable relief as a remedy for any such breach. You waive any claim or defense that Assurified has an adequate remedy at law in any such proceeding. Nothing herein shall limit the equitable or available remedies at law for Assurified. Failure by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of these Terms will be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision of the Terms will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of these Terms will continue in full force and effect. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms without Assurified’s prior written consent. These Terms and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions of such state. Any legal proceeding relating to these Terms must be instituted in the federal or state courts located in the State of Delaware. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. All notices must be in writing and addressed to the relevant Party at its address set forth in the preamble (or to such other address as such Party specifies in accordance with this Section 7). All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt. These Terms constitute the entire agreement of the Parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. These Terms may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.