Terms & Conditions

Terms of Service for Renters

(Last updated November 11, 2014)

PLEASE READ THESE TERMS OF SERVICE AND THE RELATED PRIVACY POLICY LOCATED AT http://www.nakedapartments.com/about/privacy-policy CAREFULLY BEFORE USING THIS WEBSITE.

This “Site” (as defined below) is owned and operated by Naked Apartments, Inc. ("Naked Apartments", “Company” "we," "us," or "our"). These terms of service (the “Terms of Service”, “TOS” or “Agreement”) set forth the legal terms and conditions governing your use of our website located at www.nakedapartments.com and any other online and mobile websites and interactive applications operated by Company that are related to www.nakedapartments.com (collectively, the “Site”) (unless a different policy is provided on a particular site, application or service, in which case such different policy shall govern and control). Your use of this Site confirms your unconditional agreement to be bound by these Terms of Service and is subject to your continued compliance with these Terms of Service. If you do not agree to be bound by these Terms of Service, you may not access or otherwise use the Site. Before using the Site, please review the related Company Privacy Policy, located at (the “Privacy Policy”), which is incorporated herein by this reference.

1. Our Agreement

You are subscribing to use the Site as a renter. Your use of the Site is governed by these Terms of Service. Portions of the Site may have additional terms posted, which you must accept and observe in order to use those portions of the Site. These Terms of Service, along with the Privacy Policy and additional terms of the Site, make up the entire agreement between you and Naked Apartments with respect to the Site, including all services offered through the Site, and supersedes prior agreements between you and Naked Apartments.

2. Modifications

Naked Apartments may modify these Terms of Service at any time by posting the modified Terms of Service on the Site or by notifying you by e-mail, at our option. All changes will be effective upon our posting or sending the e-mail and will only affect your use of the Site after the effective date of the change, unless we say otherwise in the notice. You are encouraged to regularly visit these Terms of Service on the Site. Your use of the Site after we provide notice of changes will be considered your unconditional agreement to those changes.

The Site is continually under development, and changes to it, including adding or deleting services and/or features, may be made at any time. Naked Apartments will not be liable to you or to anyone else for any modifications to the Site. Your sole recourse for any modifications is to terminate your use of the Site.

3. Your Registration Information and Obligations

By registering as a renter subscriber to the Site, you certify that: (a) you are at least 18 years of age; and (b) you have provided (and you will maintain and update) true, accurate, current and complete information about yourself as prompted by our registration form, including but not limited to your income (such information being the "Registration Data"). If any information you provide is (or we suspect may be) untrue, inaccurate, not current or incomplete, Naked Apartments has the right to immediately suspend or terminate your account and refuse further use by you of the Site. In addition, any contacts (including commission rates) made by an agent /landlord subscriber to you may be rescinded or not honored by the agent / landlord or the agent / landlord may adjust the commission rate.

You may only have one active subscriber account on the Site at any given time. You may not transfer your account to anyone else without our prior written consent. You will be assigned, or you must choose, a user name and password for access to and use of the Site. You are responsible for maintaining the confidentiality of your user name and password and for all activities that occur through use of your account or under your user name and/or password. You agree to promptly notify us of any unauthorized use of your user name, password or any other breach of security that you become aware of involving or relating to the Site and its services by emailing us at info@nakedapartments.com.

In order to maintain the security of your account, we recommend that you exit from your account at the end of each session, in particular when using a public or shared computer.

WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

4. Use of the Site

Subject to your full compliance with these Terms of Service, you may access and use the Site for your own personal purposes in finding an apartment to rent. All rights not expressly granted are reserved by Naked Apartments and its suppliers and licensors. Except as expressly authorized by Naked Apartments, you may not use the Site, or any part of it, for any commercial purposes.

You agree not to access the Site by any means other than through the browser interface we provide or your mobile device - any automated means of accessing the Site, including through use of scripts, robots or web crawlers, is prohibited.

5. Our Proprietary Rights

The Site contains proprietary and confidential information that is available only to registered subscribers and is protected by applicable intellectual property and other laws. The content on the Site, including text, information, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, "Materials") and the trademarks, service marks and logos on the Site ("Marks"), are owned by or licensed to Naked Apartments, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

6. Prohibited Activities

You agree that you will not, nor will you permit any third party to:

  • (a) sublicense, resell, transfer, or assign to a third party your account or use or allow anyone else to use your account on behalf of someone else;
  • (b) modify, copy or create derivative works of the Site or any Materials, or use the Site, or any part of it, in connection with a competitive product or service;
  • (c) attempt to access, download, decompile or reverse engineer the software and technology through which Naked Apartments provides the Site;
  • (d) except with Naked Apartments' prior express permission, create Internet "links" to the Site or "frame" or "mirror" the Site (or any portion of it) on any other server or wireless or Internet-based device;
  • (e) attempt to gain unauthorized access to the Site or use any unauthorized means to modify or reroute the Site (or attempt to do so), including by robots, spiders or other automated device, process or means to access any portion of the Site, or to disable or circumvent any technological measure we use to control or limit access or to protect our rights;
  • (f) use the Site and its services in any manner which could damage, disable or overburden the Site or interfere with anyone else's authorized use and enjoyment of the Site, or send or store material containing software viruses, worms, Trojan horses or other harmful code;
  • (g) use the Site for an illegal purpose or to induce or encourage illegal activities, or
  • (h) post any content (including any reviews of agents or landlords), or engage in behavior or otherwise use the Site in a manner, that is harassing, infringing, libelous, invasive of another's privacy, harmful, threatening, fraudulent, deceptive, obscene, or otherwise unlawful or tortious, or that would give rise to civil liability. You may not remove, deface or obscure any of our or our providers', suppliers' or licensors' copyright, trademark and other proprietary notices on, in or associated with the Site.

7. Other Subscribers and Third Parties

The Site is used by other renter subscribers and by agent / landlord subscribers. The manner in which we may disclose information about you to agent / landlord subscribers and others is provided in the Privacy Policy. We require every agent /landlord to be bound by terms of service in which the agent / landlord agrees to maintain the confidentiality of your personal information in accordance with our Privacy Policy. In addition, the Site also may link to third party sites not owned or controlled by Naked Apartments.

Naked Apartments is in no way liable for the actions of any subscribers or other users of the Site, or for the contents of any third party web sites. The opinions expressed by subscribers and other users do not necessarily represent those of Naked Apartments, nor is Naked Apartments responsible in any way for the words or actions of such persons or entities. In particular, you are solely responsible for determining whether to accept any contact provided by a agent / landlord subscriber and whether to provide your contact information to such subscriber, and for any and all interactions and transactions with such subscriber.

8. LINKED SITES

The Site may contain links to third party websites or resources, which may or may not be obvious (“Third Party Sites”) as well as software, text, graphics, articles, photographs, pictures, designs, sound, video, music, information, software applications and other content originating from third parties (collectively, “Third Party Applications, Software or Content”). Our provision of links to Third Party Sites is not an endorsement of any information, product or service that is offered on or reached through such Third Party Site or Third Party Application, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for the content or performance of any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.

YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES OR THIRD PARTY APPLICATIONS, SOFTWARE OR CONTENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

9. Refusal and Termination of Services

You understand and agree that Company may, in its sole discretion and at any time, terminate your password or account and/or prohibit you from accessing the Site, in whole or in part, for any reason or no reason at all, at any time in its sole discretion, with or without notice. You understand and agree that Company may take any one or more of these actions without prior notice to you. Should Company take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your account, including your Registration Data. You understand and agree that Company shall not have any liability to you or any other person for the removal of information concerning your account. Company will determine your compliance with this Agreement in its sole discretion and its decision shall be final and binding and not subject to challenge or appeal. Any violation of this Agreement may result in restrictions on your access to all or part of the Site and may be referred to law enforcement authorities. No changes to or waiver of any part of this Agreement shall be of any force or effect unless formally posted or made in writing and signed by a duly authorized officer of Company. Upon termination of your membership or access to the Site, or upon demand by Company, you must destroy all materials obtained from the Site and all related documentation and all copies and installations thereof. You are advised that Company will aggressively enforce its rights to the fullest extent of the law.

10. Disclaimer of Warranties

The Site may be unavailable from time to time due to maintenance or malfunction of computer equipment or for various other reasons. Company assumes no responsibility for any delays, interruptions, errors, defects, omissions, or deletions, related to the communications line failure, operation or transmission, or alteration of, or theft or destruction or unauthorized access to, user communications. Company is not responsible for any technical or non-technical malfunction or other problems of any hosting services, computer systems, servers or providers, telephone networks or telephone services, computer or mobile phone equipment, software, failure of e-mail on account of technical problems or traffic congestion on the Internet or in connection with the Site, including injury or damage to a user’s or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Site.

THE SITE AND THE MATERIALS ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE OR THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, MATERIALS OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR THE MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

11. Limitations of Liability

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND ALL OF ITS SERVICES IS AT YOUR OWN RISK. As part of this assumption of risk, you acknowledge and agree that you are solely responsible for evaluating the legitimacy, accuracy and quality of agent's or landlord's contacts and/or listing information.

YOU AGREE THAT COMPANY AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE “RELEASED PARTIES”) ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING OUT OF OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THE SITE, THE MATERIAL, ANY LISTING OR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE (COLLECTIVELY, THE “RELEASED MATTERS”). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED THE AMOUNTS IF ANY, PAID BY YOU TO COMPANY IN CONNECTION WITH YOUR USE OF THE SITE IN THE PREVIOUS 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Company makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Site and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Company. Views and opinions of users of the Site do not necessarily state or reflect those of Company. Users are responsible for seeking the advice of professionals, as appropriate, regarding the information, opinions, advice or content available as part of the Site.

The Internet may be subject to breaches of security. Company is not responsible for any resulting damage to any user's computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that email submissions over the Internet may not be secure, and you should consider this before submitting any information to anyone over the internet. Company makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Site.

12. Indemnification

BY USING THE SITE YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER; YOUR VIOLATION OF THESE TERMS OF SERVICE OR ANY LAW; YOUR USE OF THIS SITE AND/OR THE MATERIAL IN VIOLATION OF THESE TERMS OF SERVICE; INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR MEMBERSHIP ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; ANY MISREPRESENTATION MADE BY YOU; AND/OR COMPANY’S USE OF YOUR INFORMATION. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN COMPANY’S DEFENSE OF ANY CLAIM. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY.

13. Governing Law; Dispute Resolution

This TOS shall be governed and construed in accordance with the laws of the State of New York applicable to contracts entered into and fully performed in New York (without regard to its conflicts of law principles that would cause the application of any other jurisdiction's laws) With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of New York, New York.

By using the Site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the officers, directors and employees of Company and its parent, subsidiaries, affiliates (all such individuals and entities collectively referred to herein as the “Company Entities”) arising out of, relating to, or connected in any way with the website or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in New York, New York; (4) the arbitrator’s decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website; (5) the arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Company Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Company Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Company Entity exceed $125 USD, and your are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Company agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Company shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.

14. Electronic Communications

You agree that we may communicate electronically and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. Notices and communications to Naked Apartments must be sent to the applicable address given in these Terms of Service or to info@nakedapartments.com.

15. Jurisdictional Issues

This Site is controlled and operated by Naked Apartments by its (and, as applicable, its suppliers' and licensors') offices in the United States. Naked Apartments makes no representation that materials or content on or available through the Site are appropriate or available for use in all locations worldwide. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Site and its services from jurisdictions where the contents of the Site and its services are illegal or penalized is prohibited.

16. Feedback

If you provide to us in any way any suggestions or comments regarding the Site, you agree that we (and our providers, suppliers and licensors) may use, share, commercialize and exploit any and all such feedback without obligation or liability to you or any third party, in perpetuity. You agree not to submit any feedback that is subject to any third party rights.

17. Miscellaneous

If any portion of these Terms of Service is unenforceable, such portion is severable and will not affect the enforceability of the remainder of these Terms of Service. Failure to exercise or enforce any right or term of these Terms of Service is not a waiver. No waiver of any right under these Terms of Service is effective unless and to the extent in writing signed by an authorized representative.

A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in any proceedings, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Service or your access to and use of the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms of Service are personal to you and you may not assign these Terms of Service, or your rights or obligations hereunder, to any third party, without our consent. Any attempted assignment without such consent is void. Any provision of these Terms of Service (including all other incorporated terms) that is intended by its terms to survive termination will survive. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

Terms of Service for Brokers/Landlords

(Last updated November 11, 2014)

PLEASE READ THESE TERMS OF SERVICE AND THE RELATED PRIVACY POLICY LOCATED AT http://www.nakedapartments.com/about/privacy-policy CAREFULLY BEFORE USING THIS WEBSITE.

This “Site” (as defined below) is owned and operated by Naked Apartments, Inc. ("Naked Apartments", “Company” "we," "us," or "our") for renters and agents/landlords. These terms of service (the “Terms of Service”, “TOS” or “Agreement”) set forth the legal terms and conditions governing your use of our website located at www.nakedapartments.com and any other online and mobile websites and interactive applications operated by Company that are related to www.nakedapartments.com (collectively, the “Site”) (unless a different policy is provided on a particular site, application or service, in which case such different policy shall govern and control). Your use of this Site confirms your unconditional agreement to be bound by these Terms of Service and is subject to your continued compliance with these Terms of Service. If you do not agree to be bound by these Terms of Service, you may not access or otherwise use the Site. Before using the Site, please review the related Company Privacy Policy, located at http://www.nakedapartments.com/about/terms-and-conditions (the “Privacy Policy”), which is incorporated herein by this reference.

If you are using the Site on behalf of any entity, you represent that you have authority to bind the entity to these Terms of Service, and the words "you" and "your" refer to such entity as well. If you do not have such authority or you otherwise do not accept these Terms of Service, you are not authorized to use the Site. These Terms of Service apply to your use of Site on a beta (or free trial) basis, except that the provisions below regarding payment will not apply to such use.

1. Our Agreement

You are subscribing to use the Site as an agent or a landlord. Your use of the Site is governed by these Terms of Service. Portions of the Site may have additional terms posted, which you must observe in order to use those portions of the Site. These Terms of Service, along with the Privacy Policy and additional terms of the Site, make up the entire agreement between you and Naked Apartments with respect to the Site, including all services offered through the Site, and supersedes prior agreements between you and Naked Apartments.

2. Modifications

Naked Apartments may modify these Terms of Service at any time by posting the modified Terms of Service on the Site or by notifying you by e-mail, at our option. All changes will be effective upon our posting or sending the e-mail and will only affect your use of the Site after the effective date of the change, unless we say otherwise in the notice. You are encouraged to regularly visit these Terms of Service on the Site. Your use of the Site after we provide notice of changes will be considered your unconditional agreement to those changes.

The Site is continually under development, and changes to it, including adding or deleting services and/or features, may be made at any time. Naked Apartments will not be liable to you or to anyone else for any modifications to the Site. Your sole recourse for any modifications is to terminate your use of the Site as provided below.

3. Your Registration Information and Obligations

By registering as a agent/landlord subscriber to the Site, you certify that: (a) you are at least 18 years of age; (b) you have provided (and you will maintain and update) true, accurate, current and complete information about yourself as prompted by our registration form, including if applicable your real estate license number (collectively, your “Registration Information”). If any information you provide is (or we suspect may be) untrue, inaccurate, not current or incomplete, Naked Apartments has the right to immediately suspend or terminate your account and refuse further use by you of the Site.

You may only have one active subscriber account on the Site at any given time. You may not transfer your account to anyone else without our prior written consent. You will be assigned, or you must choose, a user name and password for access to and use of the Site. You are responsible for maintaining the confidentiality of your user name and password and for all activities that occur through use of your account or under your user name and/or password. You agree to promptly notify us of any unauthorized use of your user name, password or any other breach of security that you become aware of involving or relating to the Site and its services by emailing us atinfo@nakedapartments.com. In order to maintain the security of your account, we recommend that you exit from your account at the end of each session, in particular when using a public or shared computer.

WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

4. Use of the Site

Subject to your full compliance with these Terms of Service, you may access and use the Site for your own business purposes in (in the case of agents) assisting renters in securing apartment leases or (in the case of landlords) obtaining renters for your rental properties. All rights not expressly granted are reserved by Naked Apartments and its suppliers and licensors. Except as expressly authorized by Naked Apartments, you may not use the Site, or any part of it, for any commercial purposes or for the benefit of any third party.

You agree not to access the Site by any means other than through the browser interface we provide - any automated means of accessing the Site, including through use of scripts, robots or web crawlers, is prohibited.

5. Our Proprietary Rights

The Site contains proprietary and confidential information that is available only to registered subscribers and is protected by applicable intellectual property and other laws. The content on the Site, including text, information, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, "Materials") and the trademarks, service marks and logos on the Site ("Marks"), are owned by or licensed to Naked Apartments, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

6. Prohibited Activities

You agree that you will not, nor will you permit any third party to:

     
  • (a) sublicense, resell, transfer, or assign to a third party your account or use or allow anyone else to use your account on behalf of someone else;
  • (b) modify, copy or create derivative works of the Site or any Materials, or use the Site, or any part of it, in connection with a competitive product or service;
  • (c) attempt to access, download, decompile or reverse engineer the software and technology through which Naked Apartments provides the Site;
  • (d) except with Naked Apartments' prior express permission, create Internet "links" to the Site or "frame" or "mirror" the Site (or any portion of it) on any other server or wireless or Internet-based device;
  • (e) attempt to gain unauthorized access to the Site or use any unauthorized means to modify or reroute the Site (or attempt to do so), including by robots, spiders or other automated device, process or means to access any portion of the Site, or to disable or circumvent any technological measure we use to control or limit access or to protect our rights;
  • (f) use the Site in any manner which could damage, disable or overburden the Site or interfere with anyone else's authorized use and enjoyment of the Site, or send or store material containing software viruses, worms, Trojan horses or other harmful code;
  • (g) use the Site for an illegal purpose or to induce or encourage illegal activities, or
  • (h) post any content, or to engage in behavior or otherwise use the Site in a manner, that is harassing, infringing, libelous, invasive of another's privacy, harmful, threatening, fraudulent, deceptive, obscene, or otherwise unlawful or tortious, or that would give rise to civil liability. You may not remove, deface or obscure any of our or our providers', suppliers' or licensors' copyright, trademark and other proprietary notices on, in or associated with the Site.
  • (i) post any content that violates Fair Housing Laws, which prohibit discrimination against any person because of Race, Color, Religion, Sex, Handicap, Familial Status, or National Origin.

7. Your Listings

As between you and us, all information and other content regarding apartment listings that you upload to the Site (collectively, "Your Listings") will remain your intellectual property.

You agree that by submitting Your Listings to the Site you grant to Naked Apartments and its providers and agents a royalty-free, worldwide, full paid-up, irrevocable, non-exclusive right and license to store, use, reproduce, modify and distribute, in accordance with these Terms of Service, Your Listings as part of the operation of the Site, including for technical maintenance, software development, debugging, and backup purposes. You acknowledge and agree that we may use third party technical service providers, such as hosting providers and storage or server operators, third party payment processors, web hosting services providers and web analytics ("Service Providers"), who may have access to Your Listings for purposes of providing services to Naked Apartments.

All of Your Listings must be apartments that are currently available, and all information you provide regarding Your Listings must be accurate, including but not limited to address, size and other descriptions of Your Listings. You are responsible for promptly updating information regarding Your Listings, including removing from the Site listings that are no longer available. Any breach of these obligations will entitle Naked Apartments to immediately suspend or terminate your account on the Site.

You represent that you have the right to provide, and allow use pursuant to these Terms of Service, all of Your Listings to the Site without violation of any third party rights, these Terms of Service or any laws or regulations. You acknowledge that Naked Apartments does not pre-screen Your Listings, but that Naked Apartments and its designees have the right (but not the obligation) to refuse or remove any of Your Listings from the Site that violates these Terms of Service, as determined by Naked Apartments in its discretion. Naked Apartments is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Listings.

You understand that the technical processing and transmission of the Site, including Your Listings, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

For quality control purposes Naked Apartments reserves the right to expire listings after they have been on the site for a certain period of time.

For quality control purposes and to provide the best experience to our renters, Naked Apartments reserves the right to group your listings with similar listings from other Agents and Landlords. When listings are grouped together, Naked Apartments reserves the right to select which agents are shown and which agents are preselected to be contacted.

Naked Apartments may ask You to confirm the continued availability of Your Listings. If You do not respond to the request within the time frame specified, Naked Apartments may remove your Listing(s) from the Site.

8. Other Subscribers and Third Parties

The Site may contain links to third party websites or resources, which may or may not be obvious (“Third Party Sites”) as well as software, text, graphics, articles, photographs, pictures, designs, sound, video, music, information, software applications and other content originating from third parties (collectively, “Third Party Applications, Software or Content”). Our provision of links to Third Party Sites is not an endorsement of any information, product or service that is offered on or reached through such Third Party Site or Third Party Application, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for the content or performance of any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.

YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES OR THIRD PARTY APPLICATIONS, SOFTWARE OR CONTENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

9. Contact

When You make an initial contact to any renter subscriber through our Renter Search feature (“Search For Renters”) the commission rate included in that contact will apply to the Listings you attach with such renter subscriber.

You agree to honor your offered commission rate with each renter. Naked Apartments considers this to be one of your primary obligations in your use of the Site. If you fail to honor your commission rate or any contact you make to a renter subscriber, Naked Apartments may suspend or terminate your account, with or without notice.

10. Subscription Plans; Fees and Payment Policy

Naked Apartments will make available to you one or more Subscription Plans. The terms, features and applicable fees of each Subscription Plan are posted on the Site at http://www.nakedapartments.com/broker/choose-plan.

Subscriptions will automatically renew for an additional term equal to the length of the original term unless you request cancellation at least one (1) day prior to the renewal date. Naked Apartments may change the Subscription Plan features, terms and fees at any time with or without notice, effective upon posting.

You agree to pay all applicable fees for your access to and use of the Site. All fees are exclusive of sales, use, excise or any other taxes, and you are responsible for all such taxes except those based on Naked Apartments' net income or assets. Payment obligations cannot be cancelled, and no payments are refundable.

You must provide Naked Apartments with valid credit card information when registering for the Site and its services, and you must notify Naked Apartments of any change in that information. Where applicable, Naked Apartments charges and collects in advance for use of the Site and its services.

Failure by Naked Apartments to receive payment in full when due will entitle us to refuse to post (or remove) your contacts to the Site or remove Your Listings, suspend or terminate your account.

Certain plans allow you to feature or otherwise promote a listing. For quality control purposes, Naked Apartments reserves the right to remove any featured listings at any time and for any reason.

11. Refusal and Termination of Services

You understand and agree that Company may, in its sole discretion and at any time, terminate your password or account and/or prohibit you from accessing the Site, in whole or in part, for any reason or no reason at all, at any time in its sole discretion, with or without notice. You understand and agree that Company may take any one or more of these actions without prior notice to you. Should Company take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your account, including your Registration Data. You understand and agree that Company shall not have any liability to you or any other person for the removal of information concerning your account. Company will determine your compliance with this Agreement in its sole discretion and its decision shall be final and binding and not subject to challenge or appeal. Any violation of this Agreement may result in restrictions on your access to all or part of the Site and may be referred to law enforcement authorities. No changes to or waiver of any part of this Agreement shall be of any force or effect unless formally posted or made in writing and signed by a duly authorized officer of Company. Upon termination of your membership or access to the Site, or upon demand by Company, you must destroy all materials obtained from the Site and all related documentation and all copies and installations thereof. You are advised that Company will aggressively enforce its rights to the fullest extent of the law.

You are responsible for paying all amounts owed to Naked Apartments regardless of termination of your use of the Site. Upon any termination, we will be under no obligation to provide a monetary refund to you, even if any money is available in your wallet or account on the Site. Upon any termination of your account, we reserve the right to permanently delete all of Your Listings and to terminate your access to and use of the services.

12. Disclaimer of Warranties

The Site may be unavailable from time to time due to maintenance or malfunction of computer equipment or for various other reasons. Company assumes no responsibility for any delays, interruptions, errors, defects, omissions, or deletions, related to the communications line failure, operation or transmission, or alteration of, or theft or destruction or unauthorized access to, user communications. Company is not responsible for any technical or non-technical malfunction or other problems of any hosting services, computer systems, servers or providers, telephone networks or telephone services, computer or mobile phone equipment, software, failure of e-mail on account of technical problems or traffic congestion on the Internet or in connection with the Site, including injury or damage to a user’s or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Site.

THE SITE AND THE MATERIALS ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE OR THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, MATERIALS OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR THE MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

13. Limitations of Liability

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND ALL OF ITS SERVICES IS AT YOUR OWN RISK. As part of this assumption of risk, you acknowledge and agree that you are solely responsible for evaluating the legitimacy and accuracy of renter subscribers' information, including their financial viability, and ability to pay your commission or under the terms of any lease agreement entered into with the renter subscriber.

YOU AGREE THAT COMPANY AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE “RELEASED PARTIES”) ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING OUT OF OR RESULTING IN ANY WAY FROM OR IN CONNECTION WITH THE SITE, THE MATERIAL, ANY LISTING OR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE (COLLECTIVELY, THE “RELEASED MATTERS”). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED THE AMOUNTS IF ANY, PAID BY YOU TO COMPANY IN CONNECTION WITH YOUR USE OF THE SITE IN THE PREVIOUS 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Company makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Site and/or the Material. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Company. Views and opinions of users of the Site do not necessarily state or reflect those of Company. Users are responsible for seeking the advice of professionals, as appropriate, regarding the information, opinions, advice or content available as part of the Site.

The Internet may be subject to breaches of security. Company is not responsible for any resulting damage to any user's computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that email submissions over the Internet may not be secure, and you should consider this before submitting any information to anyone over the internet. Company makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Site.

14. Indemnification

BY USING THE SITE YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER; YOUR VIOLATION OF THESE TERMS OF SERVICE OR ANY LAW; YOUR USE OF THIS SITE AND/OR THE MATERIAL IN VIOLATION OF THESE TERMS OF SERVICE; INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR MEMBERSHIP ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY OR OTHER RIGHT OF ANY PERSON OR DEFAMES ANY PERSON; ANY MISREPRESENTATION MADE BY YOU; AND/OR COMPANY’S USE OF YOUR INFORMATION. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN COMPANY’S DEFENSE OF ANY CLAIM. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY.

15. Governing Law; Dispute Resolution

This TOS shall be governed and construed in accordance with the laws of the State of New York applicable to contracts entered into and fully performed in New York (without regard to its conflicts of law principles that would cause the application of any other jurisdiction's laws) With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of New York, New York.

By using the Site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the officers, directors and employees of Company and its parent, subsidiaries, affiliates (all such individuals and entities collectively referred to herein as the “Company Entities”) arising out of, relating to, or connected in any way with the website or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in New York, New York; (4) the arbitrator’s decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website; (5) the arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Company Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Company Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Company Entity exceed $125 USD, and your are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Company agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Company shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.

16.Electronic Communications

You agree that we may communicate electronically and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. Notices and communications to Naked Apartments must be sent to the applicable address given in these Terms of Service or to info@nakedapartments.com.

17. Jurisdictional Issues

This Site is controlled and operated by Naked Apartments by its (and, as applicable, its suppliers' and licensors') offices in the United States. Naked Apartments makes no representation that materials or content on or available through the Site are appropriate or available for use in all locations worldwide. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Site and its services from jurisdictions where the contents of the Site and its services are illegal or penalized is prohibited.

18. Feedback

If you provide to us in any way any suggestions or comments regarding the Site, you agree that we (and our providers, suppliers and licensors) may use, share, commercialize and exploit any and all such feedback without obligation or liability to you or any third party, in perpetuity. You agree not to submit any feedback that is subject to any third party rights.

20. Miscellaneous

If any portion of these Terms of Service is unenforceable, such portion is severable and will not affect the enforceability of the remainder of these Terms of Service. Failure to exercise or enforce any right or term of these Terms of Service is not a waiver. No waiver of any right under these Terms of Service is effective unless and to the extent in writing signed by an authorized representative.

A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in any proceedings, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Service or your access to and use of the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms of Service are personal to you and you may not assign these Terms of Service, or your rights or obligations hereunder, to any third party, without our consent. Any attempted assignment without such consent is void. Any provision of these Terms of Service (including all other incorporated terms) that is intended by its terms to survive termination will survive. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

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