Gnowise Intelligent Valuation Terms of Use

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Last modified: January 1, 2021

Please read this agreement carefully; this is a binding contract.

Gnowise, Inc., a Canada corporation (“Gnowise”), makes the Products described herein available to authorized portal user (the “Customer”) on the terms and conditions set forth in these Terms of Use (these “Terms”). These Terms are a legally binding contract between Customer and Gnowise. Customer must agree to these Terms before Customer may use the Products.

BY AGREEING TO THESE TERMS, CUSTOMER EXPRESSLY ACKNOWLEDGES THAT CUSTOMER HAS READ THESE TERMS AND AGREES TO ALL OF THEIR RESPECTIVE TERMS AND CONDITIONS. If Customer uses the Products, Customer will be deemed to have accepted these Terms. These Terms will apply, and Customer will be deemed to have accepted these Terms, to the extent they are incorporated by reference into an Order. If an individual is using the Products on behalf of such individual’s employer or another entity that is the Customer under these Terms, such individual represents and warrants that they have full legal authority to bind the Customer to these Terms. If an individual does not have such authority, then such individual may not use the Products on behalf of Customer, and they must discontinue all use of the Products immediately.

The Customer and Gnowise, each of whom may hereinafter be referred to as a “Party”, and collectively as the “Parties” hereby agree as follows:

  1. Definitions. As used herein, the following terms shall have the meanings set forth below:
  2. Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with such Person.
  3. API” means any application programming interface applicable to a given Product, as made available by Gnowise from time to time in its sole discretion.
  4. Control, Controlling and Controlled” means, with respect to any Person, the possession, directly or indirectly, of the affirmative power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, partnership interests or other ownership interests, by contract, by membership or involvement in the board of directors or other management structure of such Person, or otherwise.
  5. Customer Reports” means reports, documents or presentations created by Customer using independent skill and effort and which incorporate, make available and/or display the Licensed Materials in addition to a substantial amount of materials that are not Licensed Materials.
  6. Derivative Product” means a new software or valuation product created by Customer using independent skill and effort and which incorporates, makes available and/or displays the Licensed Materials, in addition to a substantial amount of materials that are not Licensed Materials.
  7. Gnowise Analytics API” means a defined set of proprietary analytics, statistics, data, scores and metrics, reports, risk factors and/or forecasts made available from time to time in Gnowise’ s sole discretion, as described in a given Order and delivered via an API.
  8. Gnowise Brand Features” means any Gnowise Marks that Gnowise incorporates into any Licensed Materials.
  9. Gnowise Intellectual Property” means the Products, API, the Licensed Materials (including, without limitation, any Licensed Materials underlying, or contained in, any Customer Report or Derivative Product), the Gnowise Site, the Gnowise Marks (including any Gnowise Brand Features), all software source code and object code embodied in the Products and API and any and all component parts thereof, any and all documentation relating to the Products, API and any Licensed Materials, and all copyrights, trade secrets, patents, trademarks, service marks, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property and proprietary rights therein or arising therefrom, as they may exist now and/or hereafter come into existence, and all renewals and extensions thereof. The Gnowise Intellectual Property includes, without limitation, Gnowise’ s knowledge of business principles, and those analytical concepts, approaches, methodologies, models, algorithms, processes, discoveries, ideas, and formats developed by Gnowise in the course of its work for other parties, or during its own research or research with others, as well as all databases therein.
  10. Gnowise Marks” means “Gnowise“, the Gnowise logo and any other trademarks, trade names, service marks, service names, logos and other distinctive brand features of Gnowise or its Affiliates and any additions, modifications or improvements to the foregoing that may be made available by Gnowise from time to time in its sole discretion.
  11. Gnowise Pro” means the Gnowise Pro application software that delivers customized reports and analytics (including, without limitation, via PDF, HTML or an API), as and in the form made available by Gnowise from time to time in the exercise of its sole discretion.
  12. Gnowise Site” means Gnowise’ s website located at www.gnowise.com or any underlying website, subdomain, portal or webpage located at the gnowise.com domain.
  13. Gnowise Value Report” means the Gnowise Value Report application software that delivers Individual Reports (including, without limitation, via PDF, HTML, or an API), as and in the form made available by Gnowise from time to time in the exercise of its sole discretion.
  14. Individual Report” means a valuation in such form as now or hereafter made available by Gnowise in its sole discretion with respect to a Subject Property via Gnowise Value Report, as applicable.
  15. Internal Business Purposes” means the Customer’s use, reproduction and storage of the applicable Products, Individual Reports or Licensed Materials, as applicable, solely within the Customer’s organization for Customer’s own internal research and analysis with respect to one or more Subject Properties, including, without limitation, for the purposes of facilitating a real estate purchase, sale transaction, and not for the purposes of competing with Gnowise or the Products or exploiting the same commercially vis-à-vis any third party,
  16. Licensed Materials” means, as and to the extent applicable, the Gnowise Analytics API, the Pro Materials, and/or the Value Report Materials, and if made available by Gnowise to support any of the foregoing, the Underlying Data.
  17. Order” means a website order form, written purchase order or license agreement, or other written or electronic document setting forth the Products licensed by Customer and any other applicable terms and conditions agreed between Gnowise and Customer.
  18. Person” means any individual, company (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.
  19. Pro Materials” means, if Gnowise Pro is licensed, such proprietary analytics, statistics, data, scores and metrics, risk factors and forecasts included by Gnowise in its sole discretion within the customized reports and analytics delivered via Gnowise Pro, including with respect to a Subject Property.
  20. Products” means Gnowise Pro, Gnowise Value Report, Similarity Score, Market Analytics, Forecast and Gnowise MLAVM API.
  21. Subject Property” means an individual real estate property or parcel.
  22. Term” means the term of any subscription or Order, as set forth in a given Order.
  23. Underlying Data” means any data or information provided, directly or indirectly, by Gnowise to Customer for the purpose of supporting the information contained in any Gnowise Analytics API, the Pro Materials, and/or the Value Report Materials.
  24. Value Report Materials” means, if Gnowise Value Report is licensed, an Individual Report with respect to a Subject Property and such proprietary analytics, statistics, data, scores and metrics, risk factors and forecasts included by Gnowise therein in its sole discretion.
  25. License Grants.
  26. Gnowise Products License. Subject to the terms and conditions of these Terms and any Order, including, but not limited to, Customer’s timely and complete payment to Gnowise of all applicable Fees, Gnowise grants to Customer:
  27. a limited, non-exclusive, non-sub-licensable and non-transferable license during the applicable Term to access and use the Products (in object code format, as applicable), for “Internal Business Purposes” by the members and staff of Customer, as defined below;
  28. a limited, non-exclusive, non-sub-licensable and non-transferable license during the applicable Term to: (A) obtain, copy, store and use the Licensed Materials to create a Derivative Product, (B) to incorporate Licensed Materials in, or otherwise make available and/or display Licensed Materials through, a Derivative Product, and/or (C) to use, copy, store and make available a Derivative Product incorporating, making available and/or displaying Licensed Materials, in each case, for (i) Internal Business Purposes, (ii) the purposes of exploiting the Derivative Product, (iii) the purposes of Customer’s marketing, purchase and/or sale of real estate and/or (iv) the purposes of facilitating any real estate purchase and/or sale, but may not be supplied to third party service providers or for underwriting purposes, including but not limited to, lenders, appraisers, mortgage brokers, and underwriters, lending transaction;

iii. a limited, non-exclusive, non-sub-licensable and non-transferable license during the applicable Term to: (A) obtain, copy, store and use the Pro Materials (i) for Customer’s Internal Business Purposes, and/or (ii) to create Customer Reports, and/or (B) to use, copy, store and make available Customer Reports incorporating, making available and/or displaying Pro Materials for (i) Internal Business Purposes, (ii) the purposes of Customer’s marketing, purchase and/or sale of real estate and/or marketing the loans available with respect thereto, and/or (iii) the purposes of facilitating any real estate purchase, sale or lending transaction, but may not be supplied to third party service providers or for underwriting purposes, including but not limited to, lenders, appraisers, mortgage brokers, and underwriters;

  1. a limited, non-exclusive, non-sub-licensable and non-transferable license in perpetuity to: (A) (i) copy, store and use any Gnowise Analytics API obtained by Customer during the applicable Term, (ii) copy, store and use any Value Report Materials obtained by Customer during the applicable Term, and (iii) create, copy, store and use Customer Reports incorporating, making available and/or displaying Gnowise Analytics API and/or Value Report Materials obtained by Customer during the applicable Term, in each case (for clauses (A)(i) through (A)(iii)), for Customer’s Internal Business Purposes, and/or (B) copy, store, use and make available any Gnowise Analytics API and/or Value Report Materials obtained by Customer during the applicable Term and/or any Customer Report incorporating, making available and/or displaying the foregoing for (i) the purposes of Customer’s marketing, purchase and/or sale of real estate, and/or (ii) facilitating any real estate purchase and/or sale, but may not be supplied to third party service providers or for underwriting purposes, including but not limited to, lenders, appraisers, mortgage brokers, and underwriters lending transaction; and
  2. if any Underlying Data is made available by Gnowise to Customer to support the information contained in any Gnowise Analytics API, the Pro Materials and/or the Value Report Materials, a limited, non-exclusive, non-sub-licensable and non-transferable license during the applicable Term to: use such Underlying Data for Customer’s marketing purposes and Customer’s Internal Business Purposes.
  3. Gnowise Brand Features License. Subject to the terms and conditions of these Terms, Gnowise hereby grants to Customer a limited, non-exclusive, non-sub-licensable and non-transferable license to display the Gnowise Brand Features as they appear in any Individual Report or Licensed Materials made available to Customer hereunder solely in connection with Customer’s use of such Individual Report or Licensed Materials as permitted under, and in accordance with, these Terms.
  4. c. Attribution. At any time that an Individual Report or any Licensed Materials are incorporated into, displayed or otherwise made available within a Derivative Product, Customer Report or otherwise, Customer will, unless otherwise set forth in a given Order, provide attribution to Gnowise as communicated by Gnowise from time to time to Customer through the API or otherwise (including on or through any branding guidelines published by Gnowise from time to time), or as otherwise set forth in the given Order.
  5. d. Limitations. Notwithstanding any portion of the foregoing to the contrary, (i) no multiple listing service (MLS) data, as identified by Gnowise from time to time and not owned by Customer, may be used or displayed on a stand-alone basis for any marketing purposes, (ii) no Licensed Materials may be made available or displayed to any third party, including, without limitation, to the general public via the Internet or other electronic or print media, including on a website, mobile site or by email or direct mail, for more than thirty (30) days following the date that such Licensed Materials were made available to Customer, unless the presentation or display of such Licensed Materials clearly and conspicuously identifies the date that such Licensed Materials were made available to Customer (or other applicable “as of” date), and (iii) except as set forth in a given Order, no Underlying Data may be publicly displayed or made available to consumer end users on a stand-alone basis without charge, and no Underlying Data (in whole or in part) may be resold, relicensed, redistributed or used to create derivative works.
  6. Reservations. The licenses granted hereby shall not constitute a sale of the Products, Licensed Materials, or the underlying software and rights therein. All rights not expressly granted to Customer under these Terms are expressly reserved to Gnowise.
  7. Customer Obligations. Notwithstanding anything to the contrary contained herein, except as expressly permitted herein or otherwise set forth in a given Order, Customer shall not:
  8. use the Products or Licensed Materials to analyze, review or obtain information regarding the functionality, features, content, materials or individual elements of the Products or Licensed Materials, whether for commercial purposes or otherwise, except as expressly permitted herein;
  9. provide its credentials or access passwords to the Products to any Person (other than Customer’s direct officers, managers, directors, employees, contractors and agents);
  10. modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Products or Licensed Materials, or technology used by Gnowise to deliver the Products, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Products, Licensed Materials, or other technology of Gnowise or the data generated thereby;
  11. (i) use, reproduce, disclose, publish or compile any portion of the Products or Licensed Materials or technology of Gnowise or the data generated thereby for the purpose of selling or licensing any portion of the Products or Licensed Materials or any data or analytics generated thereby on a stand-alone basis or otherwise; (ii) make any portion of the Products or Licensed Materials publicly available; (iii) create derivative works from the Products or Licensed Materials; or (iv) store the Licensed Materials outside of Canada;
  12. use, resell or sublicense the Licensed Materials for use: (i) as a factor in establishing an individual’s eligibility for credit, insurance, or employment; (ii) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; (iii) in connection with underwriting individual insurance; or (iv) in a way that would cause the Licensed Materials to contravene any regulatory or statutory provisions of the governing laws of the applicable jurisdiction, or by any other authority having jurisdiction over the Parties.
  13. Fees and Payment. The following billing and payment terms apply to Customer’s use and license of the Products and Licensed Materials (for purposes of these billing and payment terms, the Products and Licensed Materials are collectively referred to as the “Products”). In the event of any conflict between these billing and payment terms and the terms of any Order, these billing and payment terms will govern unless expressly set forth in the given Order.
  14. Fees and Charges.

iii. Annual Subscription: Gnowise will charge Customer annually in advance for any Products licensed on an annual subscription basis for a fixed number of API credits within a 12-month period, and must pay a renewal fee if the API credit limit is exceeded within that annual period, unless and until Customer or Gnowise cancels/terminates the Product subscription. Gnowise will charge Customer monthly in arrears for overage fees, if any.

  1. Registration of Credit or Debit Card. If Customer does not already have an Account, Customer will be required to establish an Account to access certain elements of the Products. To access these certain elements of the Products, Customer will also be required to register a valid credit or debit card to process payments of the associated fees. When Customer registers a credit or debit card for a new Account, Customer authorizes Gnowise to place a pending charge to the credit or debit card to verify Customer’s billing address and the validity of Customer’s credit or debit card, which pending charges are temporary and will not be converted into an actual charge to Customer. Pending charges, while pending, will, however, reduce the available amount of credit on Customer’s credit card or funds available to Customer’s debit card. Customer is solely responsible for any and all fees charged to Customer’s credit or debit card by the issuer, bank, or financial institution, including fees for membership, any overdraft or other insufficient funds, or for exceeding any applicable credit limit. Once Customer’s Account is authenticated, the credit or debit card that Customer registered with Customer’s Account will be charged for each transaction without having to reenter Customer’s credit or debit card information. Customer agrees that the issuer of any credit or debit card registered with Customer’s Account will accept these Terms as Customer’s authorization and pay all amounts billed in connection with use of Customer’s Account without Gnowise submitting a signed receipt.
  2. Update Credit or Debit Card. Customer agrees to provide Gnowise with updated credit or debit card information upon request and any time the information Customer previously provided is no longer valid. Customer is solely responsible for maintaining and updating the credit or debit card information. Without limiting the applicability of any other provisions of these Terms, Customer acknowledges and agrees that neither Gnowise nor any Gnowise affiliated company will have any liability whatsoever for any non-sufficient funds or other charges incurred by Customer as a result of such attempts to charge, and/or place holds on, Customer’s credit card.
  3. Billing Cycle. For Products licensed on a subscription basis, Gnowise will automatically bill Customer annually on the calendar day corresponding to the date on which Customer first commenced payment for the subscription-based Products. The Customer may order add-ons to the subscription-based product, which add-ons will be billed based on the prorated number of days remaining in the billing year on which the add-on was order, and annually thereafter.  Account fees for subscription-based Products and any overages are fully earned upon payment.  Although Gnowise endeavors to bill Customer as described in this paragraph, Gnowise reserves the right to change the timing of its billing as necessary, from time to time, and at any time. Gnowise may authorize Customer’s payment method in anticipation of Account or service-related charges. As used in these Terms, “billing” shall indicate a charge, debit, or other payment clearance, as applicable, against Customer’s registered credit or debit card information. For the purposes of this paragraph, “month” or “monthly” refers to Customer’s billing cycle.
  4. No Returns, Credits or Refunds. CUSTOMER UNDERSTANDS AND AGREES THAT PAYMENTS ARE NONREFUNDABLE. GNOWISE IS NOT OBLIGATED, AND CUSTOMER IS NOT ENTITLED AND HEREBY WAIVES ANY RIGHT, TO ANY CREDIT, REFUND, PRICE ADJUSTMENT OR ANY OTHER DISCOUNT, COMPENSATION OR RECOMPENSE FOR ANY PARTIALLY USED PRODUCTS (E.G., SUBSCRIPTIONS NOT USED OR TRANSACTIONAL PRODUCTS NOT DOWNLOADED OR FULLY VIEWED). Although not required or obligated, Gnowise reserves the right to evaluate or elect to provide credits, refunds, price adjustments or other discounts, compensation or recompense, from time to time, and at any time, in its sole and absolute discretion; provided that any such elections to offer any such credits, refund, price adjustments or other discounts, compensation or recompense in one instance does not entitle Customer to the same or any such benefit in the future for similar or unrelated instances, nor does it create any obligation whatsoever for Gnowise to offer such benefit to Customer or any other user in connection with any past, present, or future requests under any circumstance whatsoever. Any amounts refunded in the form of bill credits, cash payments or any other form shall be inclusive of all applicable taxes, fees and surcharges that were originally paid on such amounts. Credit amounts that do not represent a refund of, or a discount to, the price paid for any good or service will not result in the refund of any tax, fee, or surcharge previously paid.
  5. Payment Processing.
  6. Restarting Customer’s Products. If Customer does not make timely payment for the Products, Gnowise may suspend, limit, or terminate Customer’s access to such Products, and in such event, Gnowise will be immediately and forever wholly relieved from any and all of duties and obligations to Customer under these Terms. If Customer’s Account is suspended for non-payment, or for any other reason whatsoever, then Gnowise may require that Customer pay, and Customer agrees to pay, any amount due (regardless of how long outstanding, and including all past due charges and all outstanding balances accrued through the date of such suspension) before Gnowise reestablishes Customer’s access to any of its Products. Gnowise is not obligated to reestablish Customer’s access to any of its Products. If the Products are suspended for non-payment, or for any other reason whatsoever, then Customer may no longer be eligible, even if Customer pays to reestablish Customer’s good standing, to receive any remaining credits or promotional pricing that Customer would have been eligible to receive had the Products not been suspended, limited, or terminated. Unless required by applicable law, deposits will not be held segregated from other funds and will not earn or accrue interest. Promotional pricing is valid only at the time of initial purchase of such promotional Product, and Gnowise reserves the right to stop any promotion at any time for any reason whatsoever.
  7. Maximum Overage Amount. As long as payments are current, Customer will have a limit per bill cycle on such one-time orders billed to Customer’s Account. This limit will vary based on creditworthiness or for other reasons.
  8. Attorney’s Fees/Collections. If Gnowise uses an attorney or a collection agency to collect any money Customer may owe, or to assert any other right that Gnowise may have against Customer (e.g., any breach of any agreement Customer may have with Gnowise or any of its affiliates), then Customer hereby agrees to pay the reasonable costs of such collection or other action. These costs may include the costs of a collection agency, reasonable attorneys’ fees, and court costs.
  9. Billing Error. If Customer believes that Customer has been billed in error, Customer must contact Gnowise’ s account manager immediately, and in no event more than fifteen (15) days following the date Customer is billed. Failure to timely notify Gnowise of any dispute will constitute Customer’s acceptance of the corresponding billed amounts. Customer must pay undisputed portions of any billing statement when due, or, without limitation to any other rights or remedies available to Gnowise at law, in equity, under contract (including these Terms), or otherwise, all of which are hereby expressly reserved, Gnowise may elect to suspend or terminate Customer’s access to the Products, permanently or temporarily, in whole or in part. All payments for the Products must be made directly by Customer to Gnowise, unless Gnowise authorizes otherwise; Gnowise shall have no obligation to provide Products for which payment is made by Customer to a third party or for which payment is made by a third party on Customer’s behalf.
  10. Suspension/Termination by Gnowise. Customer’s Products may be suspended or terminated if Customer’s payment is past due. Gnowise may also suspend or terminate Customer’s Products if it is determined that there is previously unpaid, undisputed, and outstanding amounts due with respect to the Products. Such suspension or termination may continue until satisfactory arrangements have been made for the payment of all past unpaid charges. While Customer’s Products are suspended any applicable promotional offers may be discontinued and revoked as determined solely by Gnowise. Customer may be charged a fee to restore Customer’s access to the Products. In addition, Gnowise may immediately terminate all or a portion of Customer’s access to the Products or suspend Customer’s access to the Products, without notice, for conduct that Gnowise believes (a) is illegal, fraudulent, harassing, abusive, or intended to intimidate or threaten; (b) constitutes a violation of any law, regulation, or tariff (including, without limitation, copyright and intellectual property laws); or (c) is a violation of these Terms, or any applicable policies or guidelines, and Gnowise may refer such use to law enforcement authorities without notice to Customer. For clarity, termination or suspension by Gnowise of the Products also constitutes termination or suspension (as applicable) of Customer’s license to use any associated software, if applicable.
  11. Termination by Customer. Customer may terminate its Account and access to the Products at any time in by sending a written notice to Gnowise. Customer must pay subscription fees and overage charges incurred through the end of the subscription term, including any early termination fees that may apply.
  12. No Paper Bill. Failure to receive a bill, including a paper bill does not release Customer from Customer’s payment obligations under these Terms.
  13. Free Trial. Notwithstanding the foregoing, in some cases like evaluating the Broker package, Customer and is members may be provided a free trial or evaluation period to use the Products for a limited period of time free of charge, as may be set forth and agreed by parties. In the case of any free trial, Customer users will not be charged during the free trial period or will not be charged for a specified number of Individual Reports or Licensed Materials during the free trial, as will be set forth in a given Order. Free trials may be subject to various limitations, including, without limitation, a limited number of accessible Individual Reports, a limited number and scope of Gnowise Analytics API, a limited territory and/or a limited time period for the free trial. Approved Customer’ members then can buy the full package via Gnowise’ s site by providing the discount code. In this case, Customer wont be responsible for user’s subscriptions fees.
  14. Intellectual Property.
  15. Gnowise Intellectual Property. As between Gnowise and Customer, Gnowise exclusively owns and at all times retains all right, title and interest in and to the Gnowise Intellectual Property. Customer will not claim for itself or for any third parties any rights, title, interest or licenses to the Gnowise Intellectual Property, except for the licenses expressly set forth herein. Customer further acknowledges that any derivative works, improvements, modifications, feedback, ideas or suggestions made by Customer or Gnowise with respect to the Gnowise Intellectual Property are, and shall at all times be, the property of Gnowise, with all right, title and interest therein. Customer hereby assigns to Gnowise all right, title and interest that Customer may have in and to any such derivative works, improvements, modifications, feedback, ideas, or suggestions. Notwithstanding the foregoing, except with respect to any Gnowise Intellectual Property incorporated, made available and/or displayed in a Customer Report or Derivative Product (all of which shall remain the exclusive property of Gnowise), Gnowise expressly disclaims all right, title and interest in or to any Customer Report or Derivative Product, each of which shall be owned exclusively by Customer. Customer further acknowledges that any goodwill or reputation for any of the Gnowise Intellectual Property will belong to Gnowise, with all right, title and interest therein. Customer shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.
  16. Gnowise Development. Notwithstanding any portion of these Terms to the contrary, Customer understands, acknowledges and agrees that Gnowise may, and Gnowise hereby expressly reserves the right to, currently or in future develop information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques internally, or receive such information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques from third parties, that may be similar or identical to any Customer Report or Derivative Product, or any information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques therein. In addition, Customer understands that Gnowise may have, or in the future may enter into, relationships with third parties having pre-existing or competitive relationships with Customer, or with third parties with whom Customer may also be dealing or negotiating, including, without limitation, with respect to initiatives or arrangements similar to or competitive with initiatives or arrangements proposed or intended to be proposed by Customer, or any Customer Report or Derivative Product. These Terms will not in any way limit, restrict or preclude Gnowise from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any person, even if the same are similar or identical to any Customer Report or Derivative Product, or any information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques therein.
  17. Commercial Work. If Customer violates any portion of Section 3 above, Customer acknowledges, agrees and confirms that any software, data, database, product, service or business (and any and all revenue therefrom) created, designed or developed by Customer that arises as a result of such violation (collectively, a “Commercial Work”), shall be held by Customer in constructive trust for the benefit of and on behalf of Gnowise until such time that such Commercial Work can be duly assigned to Gnowise. Customer expressly acknowledges and consents to such constructive trust, and expressly agrees to, upon written notice from Gnowise, execute and deliver any and all documents deemed reasonably necessary or appropriate by Gnowise to evidence the due assignment to Gnowise of any such Commercial Work.
  18. Proprietary Notices. Customer shall not remove or modify any trademark, copyright or other proprietary legend, marking, disclaimer or notice contained in any Individual Report or in any Licensed Materials, whether delivered or communicated via an API or otherwise unless agreed by parties in advanced specifically for white labeling purpose.
  19. Customer Data. “Customer Data” consists of information input into the Products by Customer and Customer behavior on the Products, as captured by the Products. Gnowise agrees that Customer will own all Customer Data. Customer is ultimately responsible for making and keeping current copies of all Customer Data and related information. Customer hereby grants to Gnowise a royalty-free, worldwide, perpetual, irrevocable and fully transferable right and license to use Customer Data for the purpose of making available, enhancing, operating, developing and otherwise exploiting Gnowise’s products and services, including the Products or any other websites and mobile applications, in all events, in a manner that others exercising reasonable diligence cannot determine the Customer Data to be information concerning or describing Customer’s specific business.
  20. Confidentiality.
  21. Confidentiality Obligations. From and after the date Customer accesses the Products, each Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (i) treat such Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of the terms hereof by itself or any authorized Person who receives Confidential Information of the Disclosing Party on its behalf; (ii) not use the Confidential Information except as permitted under these Terms; (iii) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized herein and other than to such Party’s employees or independent contractors who (A) have a need to know such Confidential Information, (B) have been advised of the confidential nature of such information and the obligations that apply to them in connection therewith and (C) are subject to obligations of confidentiality with respect to such information as stringent as those set forth herein); and (iv) maintain the confidentiality of the Confidential Information of the Disclosing Party as it would its own most highly confidential information, but in no event shall the Receiving Party use less than reasonable care.
  22. Confidential Information. “Confidential Information” means, with respect to a given Party, such Party’s formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, business and marketing plans, customer names, prospective customer names, the terms and pricing under these Terms or any Order, any data relating to any research project, work in process, engineering, manufacturing, marketing, servicing, financing or personnel matter, data relating to such Party’s present or future products, sales, suppliers, clients, customers, employees, investors or business partners (including any confidential information of such suppliers, clients, customers, employees, members, investors or business partners) and all information clearly identified in writing at the time of disclosure as “confidential”, and in the case of Gnowise, the Products, API and the Licensed Materials shall be deemed the Confidential Information of Gnowise. Confidential Information does not include information that: (i) was or is in the public domain prior to the date of disclosure; (ii) was or is lawfully received by the Receiving Party from a third party who is not subject to an obligation of confidentiality with respect to such information; (iii) was or is already known by or in the possession of the Receiving Party; or (iv) is required to be disclosed under applicable law or by a governmental or court order, decree, regulation or rule, provided that the Receiving Party gives written notice to the Disclosing Party to the extent legally permissible prior to disclosure.
  23. Representations and Warranties; Indemnities; Disclaimers.
  24. Representations and Warranties. Customer represents and warrants to Gnowise that (i) Customer’s responsibilities, promises and negative covenants herein will be fully complied with and rendered in accordance with all requirements identified in these Terms; and (ii) Customer has the authority to enter into and perform its obligations under these Terms and to grant the rights set forth herein. Gnowise represents and warrants to Customer that, to the best of Gnowise’ s knowledge, the Gnowise Intellectual Property does not infringe the copyrights, trademarks, trade secrets or patents of any third party.
  25. Indemnity.
  26. Customer shall indemnify, defend and hold harmless Gnowise and its parent entities and its Affiliates and each of their respective officers, directors, managers, members, stockholders, employees, contractors, agents, successors and assigns (the “Gnowise Indemnified Parties”) against any and all claims (alleged or actual), damages, liabilities, losses, charges, obligations, demands, suits at law or in equity, proceedings, violations, penalties, costs and expenses (including, without limitation, investigation costs, expert costs, and attorneys’ fees) raised by a third party and incurred by the foregoing in connection with, arising out of, or in any way related to (i) Customer’s breach of any representation or warranty, or any of its obligations, under these Terms or any Order; (ii) any gross negligence or willful misconduct by Customer; and/or (iii) any display or use by Customer or any third party of the Products, Licensed Materials, Customer Reports or Derivative Products.
  27. Gnowise shall indemnify, defend and hold harmless Customer and its parent entities and its Affiliates and each of their respective officers, directors, managers, members, stockholders, employees, contractors, agents, successors and assigns against any and all claims (alleged or actual), damages, liabilities, losses, charges, obligations, demands, suits at law or in equity, proceedings, violations, penalties, costs and expenses (including, without limitation, investigation costs, expert costs, and attorneys’ fees) raised by a third party and incurred by the foregoing in connection with, arising out of, or in any way related to (i) Gnowise’s breach of any representation or warranty, or any of its obligations, under these Terms or any Order; or (ii) any gross negligence or willful misconduct by Gnowise.

iii. The party claiming indemnification pursuant to this Section 7.b. (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of any such claim of which it becomes aware and shall: (i) at the Indemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any such claim, and (ii) at the Indemnified Party’s expense, be entitled to participate in the defense of any such claim.

  1. If Gnowise is the Indemnifying Party and the distribution of the Products or Licensed Materials is permanently enjoined, or if Gnowise determines at its sole discretion that it may be enjoined because the Products or Licensed Materials or a part thereof constitutes or appears to constitute a direct infringement of any third party intellectual property right, Gnowise may, at its sole discretion and at its own expense, (i) procure for Customer the right to continue using the Products and Licensed Materials consistent with these Terms, (ii) modify the Products or Licensed Materials so that they become non-infringing, or (iii) immediately terminate these Terms with no further liability to Customer.
  2. The Indemnified Party agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.
  3. Disclaimer of Warranties.
  4. EXCEPT AS OTHERWISE EXPRESS SET FORTH HEREIN, THE PRODUCTS, API AND LICENSED MATERIALS ARE PROVIDED “AS-IS” AND WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. GNOWISE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, API, LICENSED MATERIALS, OR THE OPERATION OR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS OR COMPREHENSIVENESS. GNOWISE HEREBY EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. GNOWISE HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND OF NON-INFRINGEMENT, CONCERNING THE PRODUCTS, API, LICENSED MATERIALS, AND OPERATION OR USE THEREOF. GNOWISE DOES NOT WARRANT THAT THE PRODUCTS, API OR LICENSED MATERIALS WILL MEET ALL OF CUSTOMER’S BUSINESS REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCTS OR API WILL BE UNINTERRUPTED OR ERROR FREE.
  5. Customer acknowledges and agrees that projected market and financial information, conclusions and other information contained in the Licensed Materials (and/or Gnowise’ s databases and analytical processes) are based upon tested methodologies for accuracy. However, such information and conclusions are not definitive forecasts, appraisals or opinions of valuations. All such information and conclusions are stated in terms of probability of likelihood based on market factors and information submitted to Gnowise, and such information and conclusions are not guaranteed by Gnowise and should not be construed as investment advice or relied upon for critical decision making. Gnowise uses or has used public and/or confidential data and assumptions provided to Gnowise by Customer or other third parties, including, without limitation the Customer Data, and Gnowise has not independently verified the data and assumptions used in these analyses or data sets. Changes in the underlying data or operating assumptions, or any loss of access to any one or more sources will clearly impact the analyses, conclusions and appraisals.

iii. Customer acknowledges and agrees that, except as may be expressly provided herein, Gnowise makes no representations or warranties, express or implied, regarding the Products, API, Licensed Materials (including, without limitation, any Licensed Materials underlying, or contained in, any Customer Report or Derivative Product), or the information contained therein, including the recommendations or the advice given therein, and Gnowise has no liability to Customer, or to any third parties, relating to the use or implementation of the information contained in the Products or Licensed Materials (including, without limitation, any Licensed Materials underlying, or contained in, any Customer Report or Derivative Product), or any action, inaction or decisions (including any lending, investment, purchase or disposition decision) that may be made based on the information provided therein. Customer agrees that any decision (including any lending, investment, purchase or disposition decision) regarding or relating to or based on the use or implementation of any output, data, analysis, recommendation or advice contained in the Products or Licensed Materials (including, without limitation, any Licensed Materials underlying, or contained in, any Customer Report or Derivative Product) is made solely by Customer, and its agents and employees, at the sole and exclusive discretion of Customer, and its agents and employees. Customer further agrees that Customer, and its agents and employees shall not hold Gnowise or any of the Gnowise Indemnified Parties liable for the use or implementation by Customer or any other party of the information contained in the Products or Licensed Materials (including, without limitation, any Licensed Materials underlying, or contained in, any Customer Report or Derivative Product), or for any action, inaction or decisions (including any lending, investment, purchase or disposition decision) made by Customer or any other party based on the information provided in the Products or Licensed Materials (including, without limitation, any Licensed Materials underlying, or contained in, any Customer Report or Derivative Product).

  1. The Products and Licensed Materials are provided solely for general business information, do not constitute real estate, legal, tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by Customer’s acceptance or use of the Products, API or Licensed Materials. Customer shall not use the Products, API or Licensed Materials for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, employment, or government license or benefit.
  2. Customer acknowledges and agrees that Gnowise’ s information providers shall not be liable for any claim or loss resulting from the content of, errors or omissions in, or Customer’s use of the information contained in or retrieved from the Products, API or Licensed Materials or any Customer Report or Derivative Product.
  3. Limitation of Liability.
  4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, OR STRICT LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
  5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY, OR THE OBLIGATIONS OF THE PARTIES TO THESE TERMS OR ANY GIVEN ORDER PURSUANT TO SECTION 7.b., IN NO EVENT SHALL A PARTY’S TOTAL CUMULATIVE LIABILITY FOR DAMAGES UNDER THESE TERMS OR ANY GIVEN ORDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) EXCEED THE AMOUNT PAID BY CUSTOMER TO GNOWISE UNDER THESE TERMS OR ANY GIVEN ORDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE LIMITATION SET FORTH HEREIN LIMIT A PARTY’S RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY OR LIMIT A PARTY’S RIGHTS TO ANY AMOUNTS PAYABLE UNDER THESE TERMS OR ANY GIVEN ORDER.
  6. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THESE TERMS OR ANY GIVEN ORDER.
  7. Compliance with Applicable Laws. Customer shall comply with all applicable federal, province and local laws, rules, ordinances, regulations, and codes, including those governing privacy, data protection, fair information practices, public records, marketing to consumers, and consumers’ rights to privacy, in connection with its use of the Licensed Materials, Customer Reports, Derivative Products or otherwise. Customer will procure all required permits, approvals, inspections and certificates in order to operate its business in compliance with all applicable laws. Customer shall be solely responsible for all uses of the Licensed Materials, Customer Reports and/or Derivative Products, including any violation of law arising out of its unauthorized use or misuse of the foregoing.
  8. Term. The term of any subscription or of a given Order will be as set forth in the Order.
  9. Suspension or Termination.
  10. Termination by Either Party. Either Party may terminate a subscription or a given Order as set forth in the Order and/or in this Section 11. GNOWISE IS NOT RESPONSIBLE FOR CUSTOMER’S FAILURE TO PROPERLY CANCEL A SUBSCRIPTION AND GNOWISE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIOD.
  11. Suspension or Termination by Gnowise. Unless otherwise expressly set forth in a given Order, Gnowise may suspend or terminate Customer’s access to the Products, in its sole discretion and without notice or liability to Customer, at any time if Gnowise believes in good faith that Customer has violated or acted inconsistently with any provision or the spirit of these Terms or any Order or any applicable law, rule or regulation or that Customer has engaged in conduct that Gnowise reasonably determines to be inappropriate or unacceptable. Gnowise may in its sole discretion, and at any time, discontinue providing the Products, or any part thereof, on notice to Customer.
  12. Effect of Termination. Upon termination or expiration, all licenses granted hereunder will immediately terminate and revert to Gnowise, and Customer will immediately (i) except as expressly permitted by the licenses set forth in these Terms, cease all use of the API, the Products and the Licensed Materials (including the Licensed Materials in any Customer Reports or Derivative Products), and (ii) pay all accrued Fees in respect of the period through the date of termination or that may otherwise be required to be paid as set forth in a given Order.
  13. Privacy. All information about Customer, including any Customer Data and any information stored or transmitted in any way through use of the Products is subject to Gnowise’s Privacy Policy, which can be found at https://gnowise.com/privacy-policy/. Gnowise’s Privacy Policy is incorporated into these Terms by this reference.
  14. Miscellaneous.
  15. Governing Law; Venue. These Terms and each Order shall be governed by and interpreted in accordance with the laws of Province of Ontario, without regard to the principles of conflicts of law. Prior to the filing or initiation of any action or proceeding, each Party agrees to participate in good faith binding arbitration, as set forth in Section 13(b), in Toronto, Ontario. Subject to the provisions of Section 13(b) (and claims proceeding in any small claims court), the Parties agree to submit to the sole and exclusive jurisdiction and venue of the province and federal courts situated in Toronto, Ontario. Each Party consents to the exercise of personal jurisdiction by such courts and waives any right to plead, claim or allege that Toronto, Ontario is an inconvenient forum.
  16. Arbitration; Waiver of Class Action Claims.
  17. Arbitration Procedures. The Parties agree that, except as provided in Section 13(b)(iv) below, all disputes, controversies and claims related to these Terms or any given Order (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either Party by sending a written notice requesting arbitration to the other Party. Any election to arbitrate by one Party shall be final and binding on the other. The arbitration will be governed by the terms and provisions of the Ontario International Commercial Arbitration Act that are in effect at the time the arbitration is initiated (the “ICAA Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 13 and the ICAA Rules, the terms in this Section 13 will control and prevail. Except as otherwise set forth in Section 13(b)(iv), Customer may seek any remedies available to it under federal, province or local laws in an arbitration action. As part of the arbitration, both Parties will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. Except as otherwise provided in these Terms or any given Order, (i) the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, CUSTOMER UNDERSTANDS THAT CUSTOMER AND GNOWISE WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
  18. Location. The arbitration will take place in Toronto, Ontario unless the parties agree to video, phone and/or internet connection appearances.

iii. Limitations. The Parties agree that any arbitration shall be limited to the Claim between Gnowise and Customer individually. GNOWISE AND CUSTOMER AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

  1. Exceptions to Arbitration. The Parties agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claim seeking to enforce or protect, or concerning the validity of, any of Gnowise’s or Customer’s intellectual property rights; and (ii) any claim for equitable relief. In addition to the foregoing, either Party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration. In furtherance of the foregoing, each Party acknowledges that any breach of these Terms or any Order by the other Party, including, without limitation, any breach by Customer of its confidentiality obligations or negative covenants hereunder, may cause the non-breaching Party irreparable harm for which there may be no adequate remedy at law and, in such case, each Party agrees that the non-breaching Party shall be entitled, notwithstanding the provisions of this Section 13(b), to obtain equitable relief by injunction or otherwise, in any court of competent jurisdiction, without the obligation of proving damages or posting a bond or surety.
  2. Arbitration Fees. If Customer initiates arbitration for a Claim, Customer will need to pay any arbitration filing fee. If Gnowise initiates arbitration for a Claim, Gnowise will pay any arbitration filing fee. All other fees and costs of the arbitration will be charged pursuant to the ICAA Rules.
  3. Severability (for purposes of this Section 13(b). The Parties agree that if any portion of this Section 13(b) is found illegal or unenforceable (except any portion of Section 13(b)(iv), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 13(b)(iv) is found to be illegal or unenforceable then neither Party will elect to arbitrate any Claim falling within that portion of Section 13(b)(iv) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within Toronto, Ontario, and the Parties agree to submit to the personal jurisdiction of that court.
  4. Entire Agreement; Amendment. These Terms (including the Privacy Policy) and any other terms and conditions set forth in a given Order and/or governing the use of the Products constitute the entire agreement and understanding between the Parties and integrate all prior discussions between them related to its subject matter and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the Parties with respect to such subject matter. Any reference herein to these Terms will include a reference to each Order that incorporates these Terms. Gnowise may update these Terms from time to time in its sole discretion. Gnowise will use reasonable efforts to notify Customer of any material update to these Terms and the updated version of these Terms will be made available on the Gnowise Site. Customer may be prompted to agree to or decline an update of these Terms in connection with their next login (and in such event, Customer will be required to agree to the update in order to continue using the Products). In the event of any conflict between these Terms and a given Order, the Order will govern.
  5. Assignment. Customer may not assign its rights, or delegate its obligations, under these Terms to any other Person without the express written approval of Gnowise and any attempt at assignment in violation of this Section 13(d) shall be null and void. Gnowise may assign these Terms or any given Order without limitation, including to an acquirer of all or a substantial portion of its business or assets.
  6. Waiver. The waiver, express or implied, by Gnowise of any breach of these Terms by Customer will not waive any subsequent breach by Customer of the same or a different kind.
  7. Independent Contractors. The Parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in these Terms shall be interpreted as constituting either Party the joint venturer, employee or partner of the other Party or as conferring upon either Party the power of authority to bind the other Party in any transaction with third parties.
  8. Severability. In the event any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions of these Terms will remain in full force and effect.
  9. Third Parties. The Parties acknowledge and agree that certain of Gnowise’s licensors are a direct beneficiary with respect to Sections 2, 3 and 9 of these Terms and Conditions and may rely on and enforce each of such provisions as if such licensor was a party hereto. Except as set forth in the preceding sentence, the Parties confirm that unless explicitly granted herein (including within the indemnification provisions herein) their intent is not to confer any rights on any third parties by virtue of these Terms, and accordingly any provisions of law conferring rights to third parties shall not apply to these Terms.
  10. Attorneys’ Fees. Should either Party hereto initiate a legal or administrative action or proceeding (an “Action”) to enforce any of the terms or conditions of these Terms, the prevailing Party shall be entitled to recover from the losing Party all reasonable costs of the Action, including without limitation attorneys’ fees and costs
  11. Publicity. Gnowise may publicly disclose that Customer is a client of Gnowise and display Customer’s name and logo in connection with such disclosure.
  12. Survival. Sections 1, 3, 4, 5 through 9, 11(c), 12 and 13 shall survive any expiration or termination of these Terms indefinitely.
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