Welcome and thank you for your interest in the real estate valuation products and services offered by Aloft, Inc. (“Aloft”, “we”, “us” or “our”).  This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (defined below), the “Agreement”) describes the terms and conditions that apply to your use of the website located at https://aloftappraisal.com and its subdomains (collectively, the “Website”) and the real estate valuation products, services, content, and other resources available on or enabled via our Website (collectively, with our Website, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE.  BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT AND WARRANT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ALOFT, (3) YOU HAVE ALL CERTIFICATIONS AND LICENSES TO USE THE SERVICES AND ANY DATA OR CONTENT THEREIN WHICH REQUIRE SUCH CERTIFICATIONS AND LICENSES; (4) YOU HAVE PROVIDED ALL APPROPRIATE NOTICES AND OBTAINED ANY NECESSARY CONSENTS TO PROVIDE OR OTHERWISE DISCLOSE ANY DATA OR CONTENT TO US; (5) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (6) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS.  IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

SECTION 15 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND ALOFT.  AMONG OTHER THINGS, SECTION 15 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 15 (ARBITRATION AGREEMENT) CAREFULLY.

1. USE OF THE SERVICE.  The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws.  Unless subject to a separate license agreement between you and Aloft, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 License Grant.  Subject to your compliance with this Agreement, Aloft grants you a limited non-exclusive, non-transferable, and non-sublicensable, revocable license to access and use the Service, solely for your internal business purposes, and if you use the Service to create or provide work product for your registered clients, you represent and warrant that you and your registered clients have entered into a binding agreement which limits their use of such work product to be solely for their personal use.  The Service is intended to be used solely by real estate appraisal professionals and not for individuals in their personal, familial or household capacities.  You will use reasonable efforts to prevent unauthorized access to, or use of, the Service, and promptly notify Aloft if you become aware of any such unauthorized use.

1.2 Supplemental Terms.  Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”).  Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.3 Updates.  You acknowledge and agree that Aloft may update the Service with or without notifying you.  You may need to update third-party software from time to time in order to continue to use the Service.  Any future release, update or other addition to the Service shall be subject to this Agreement.  

2. REGISTRATION.

2.1 Registering Your Account.  In order to access certain features of the Service, you may be required to register an account on the Service (“Account”) or have a valid account on a social networking service (“SNS”) through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”).

2.2 Access Through an SNS.  The Service may allow you to link your Account with a Third-Party Account by allowing Aloft to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  You represent that you are entitled to disclose your Third-Party Account login information to Aloft and/or grant Aloft access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Aloft to pay any fees or making Aloft subject to any usage limitations imposed by such third-party service providers.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service.  If a Third-Party Account or associated service becomes unavailable, or Aloft’s access to such Third-Party Account is terminated by the third-party service provider, then the information, data or other materials that you have provided to and stored in your Third-Party Account will no longer be available on and through the Service.  YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND ALOFT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

2.3 Registration Data.  When registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.4 Your Account.  Other than with respect to Your Content (as defined in Section 3.1), you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Aloft.  You acknowledge that you are responsible for all activities that occur under your Account.  You shall monitor your Account to restrict use by non-real estate appraiser professionals, and you will accept full responsibility for any unauthorized use of the Service by non-real estate appraiser professionals.  You may not share your Account or password with anyone, and you agree to notify Aloft immediately of any unauthorized use of your password or any other breach of security.  If you provide any information that is untrue, inaccurate, incomplete or not current, or Aloft has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Aloft has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You shall not have more than one Account at any given time.  Aloft reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Service if you have been previously removed by Aloft, or if you have been previously banned from any of the Service.

3. RESPONSIBILITY FOR CONTENT.

3.1 Types of Content.  You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated.  This means that you, and not Aloft, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Service (“Your Content”), and that other users of the Service, and not Aloft, are similarly responsible for all Content that they Make Available through the Service (“User Content”).

3.2 Storage.  Unless expressly agreed to by Aloft in writing elsewhere, Aloft has no obligation to store any of Your Content.  Aloft has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.  Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content.  In such cases, you are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose a level of access, the system may default to its most permissive setting.  You agree that Aloft retains the right to create reasonable limits on Aloft’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Aloft in its sole discretion.

4. OWNERSHIP.

4.1 The Service.  Except with respect to Your Content, you agree that Aloft and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, audiovisual effects, methods of operation, moral rights, documentation, and Aloft software), and nothing in this Agreement grants you ownership rights thereto.  You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

4.2 Trademarks.  Aloft’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Aloft and may not be used without permission in connection with your, or any third-party’s, products or services.  Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

4.3 Your Content.  Aloft does not claim ownership of Your Content.  However, when you Make Available any Content on or to the Service, you represent and warrant that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.4 (License to Your Content).  You shall be solely responsible for ensuring that Your Content does not include any (a) Social Security numbers or other government-issued identification numbers; (b) protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (c) health insurance information; (d) biometric information; (e) credentials to any financial accounts or credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (PCI DSS); (f) tax return data; (g) precise geolocation information; (h) data revealing racial or ethnic origin, religious beliefs, sex life or sexual orientation, union membership, citizenship, or immigration status; (i) genetic data; (j) data collected from a known child; or (k) information subject to any foreign data protection laws.

4.4 License to Your Content.  You may modify your Account settings at any time. Subject to any applicable Account settings that you select, you grant Aloft a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable right and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users.  Please note that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users, although it may not be attributable to you. Aloft is under no obligation to attribute Your Content to you.

4.5 Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Aloft through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Aloft has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Aloft a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Aloft’s business.

4.6 System Data.  We may collect usage, diagnostics, performance, and system data related to your use of the Service (collectively, “System Data”) to maintain and improve the Service.  You acknowledge and agree that as between the parties, Aloft owns all right, title and interest in and to the System Data.

5. USER CONDUCT AND CERTAIN RESTRICTIONS.  As a condition of use, you represent and warrant that you shall not use the Service for any purpose except as expressly permitted by this Agreement, and that you shall not use the Service for any purpose prohibited by applicable law.  You represent and warrant that you shall not copy, disseminate, publish, transmit, distribute, disclose or reproduce any of the information provided on the Service, except in connection with your consideration of the purchase, sale, financing or other potential transaction related to a property on the Service, nor shall you incorporate or store the Service or any data therein in your internal systems.  You further represent and warrant that you shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Aloft’s name or trademarks; (iv) modify, alter, reformat, enhance, change the data structure for, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of Aloft; (viii) interfere with or attempt to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; (ix) access or use the Service or the data therein in any manner of for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any third party, or that violates applicable law; or (x) take any action or Make Available any Content on or through the Service that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Aloft’s prior written consent.  The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section.  Any unauthorized use of the Service terminates the licenses granted by Aloft pursuant to this Agreement.

6. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT.  Aloft may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time.  You hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.

Without limiting the foregoing, Aloft reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Aloft; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Aloft otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement.  Upon determination of any possible violations by you of any provision of this Agreement, Aloft, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

If Aloft believes that criminal activity has occurred, Aloft reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Aloft’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Aloft, its users or the public, and all enforcement or other government officials, as Aloft in its sole discretion believes to be necessary or appropriate.

7. INTERACTIONS WITH OTHER USERS.

7.1 User Responsibility.  You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that Aloft reserves the right, but has no obligation, to intercede in any disputes between you and any other users.  You agree that Aloft will not be responsible for any liability incurred as the result of your interactions with other users.

7.2 Content Provided by Other Users.  The Service may contain User Content provided by other users.  Aloft is not responsible for and does not control User Content.  Aloft does not approve or endorse, or make any representations or warranties with respect to, User Content.  You use all User Content at your own risk.  

8. THIRD-PARTY SERVICE.

8.1 Third-Party Websites, Applications.  The Service may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) (collectively, the “Third-Party Services”).  When you click on a link to a Third-Party Service, we may not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of Aloft.  Aloft is not responsible for any Third-Party Services.  Aloft provides these Third-Party Services only as a convenience to you, and Aloft does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.  You use all links in Third-Party Services at your own risk.  When you leave our Service, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

(a) Sharing Your Content and Information Through Third-Party Services.  Aloft may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services.  By using one of these tools, you agree that Aloft may transfer that information to the applicable Third-Party Service.  Aloft is not responsible for any Third-Party Service’s use of your exported information.

9. FEES AND PURCHASE TERMS.

9.1 Third-Party Service Provider.  Aloft uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”).  If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider.  You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize the Aloft and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions.  Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason.  For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information.  Your card issuer may charge you an online handling fee or processing fee.  We are not responsible for this.  In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

9.2 Payment.  You shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable.  By providing Aloft and/or our Third-Party Service Provider with your payment information, you agree that Aloft and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Aloft hereunder and that no additional notice or consent is required.  You shall immediately notify Aloft of any change in your payment information to maintain its completeness and accuracy.  You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us.  Your failure to provide accurate payment information to Aloft and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement.  Except as set forth in this Agreement, all Fees for the Service are non-refundable.

9.3 Subscriptions.  If you purchase access to certain features and functionality of the Service on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase.

(a) Automatic Renewal.  If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Aloft’s then-current price for such Subscription until terminated in accordance with this Agreement.  The frequency at which your Subscription renews will be designated at the time at you sign up for the Subscription.  By subscribing, you authorize Aloft to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period.  Upon renewal of your Subscription, if Aloft does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Aloft may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

(i) Cancelling Subscriptions Purchased via Aloft.  You may cancel your Subscription by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page.  

(ii) Effect of Cancellation.  If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.

(b) Upgrades and Downgrades.  If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement.  In any future Renewal Term, the fees will reflect any such upgrades.  If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term.  Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and Aloft does not accept any liability for such loss.

9.4 Taxes.  The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement.  If Aloft determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Aloft shall collect such Sales Tax in addition to the Fees.  If any services or products, or payments for any services or products, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Aloft, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Aloft for any liability or expense Aloft may incur in connection with such Sales Taxes.  Upon Aloft’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

9.5 Free Trials and Promotional Access.  Notwithstanding Section 9.3 (Subscriptions), any free trial or other promotional access to the Service must be used within the time specified at the time you registered for such free trial or promotion.  At the end of the trial or promotional period, your access to the applicable Service, features, or functionality thereof will expire, and any further use of such Service, features, or functionality thereof is prohibited unless you pay the applicable Service Subscription Fee.  

10. INDEMNIFICATION.  You shall indemnify and hold Aloft, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Aloft Party” and collectively, the “Aloft Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations.  Aloft reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Aloft in asserting any available defenses.  This provision does not require you to indemnify any of the Aloft Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

11. DISCLAIMER OF WARRANTIES.

11.1 As Is.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE ALOFT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, AVAILABILITY, QUIET ENJOYMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE OR ANY DATA OR CONTENT THEREIN.  

(a) THE ALOFT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT OR DATA DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. ALOFT ASSUMES NO RESPONSIBILITY, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

(c) FROM TIME TO TIME, ALOFT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ALOFT’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

11.2 No Liability for Conduct of Third Parties.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE.  YOU ACKNOWLEDGE AND AGREE THAT THE ALOFT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE ALOFT PARTIES LIABLE, FOR THE CONDUCT OF OR INFORMATION PROVIDED BY THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES.  YOU UNDERSTAND THAT ALOFT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS.  ALOFT MAKES NO WARRANTY THAT THE GOODS, INFORMATION OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  ALOFT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.

12. LIMITATION OF LIABILITY.

12.1 Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE ALOFT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY ALOFT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A ALOFT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ALOFT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ALOFT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.2 Cap on Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE ALOFT PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO ALOFT BY YOU IN CONNECTION WITH THE SERVICE GIVING RISE TO LIABILITY DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A ALOFT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ALOFT PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A ALOFT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

13. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT.  It is Aloft’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Aloft by the respective intellectual property owner or their legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf.  Contact information for Aloft’s designated agent for notice of claims of infringement is as follows:

Copyright Compliance Department

Aloft, Inc.

83 Columbia Street

Suite 305

Seattle, WA 98104

Email: legal@aloftappraisal.com

14. TERM AND TERMINATION.

14.1 Term.  The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

14.2 Termination of Service by Aloft.  Except as set forth above, the Service Subscription Fee for any Service is non-refundable.  If you have materially breached any provision of this Agreement, or if Aloft is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Aloft has the right to, immediately and without notice, suspend or terminate any Service provided to you.  Aloft reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you.  You agree that all terminations for cause are made in Aloft’s sole discretion and that Aloft shall not be liable to you or any third party for any termination of your Account.

14.3 Termination by You.  You may terminate this Agreement at any time by closing your Account; provided, however, that you acknowledge and agree that it may take up to ninety (90) days to finalize the closing of your Account and that you will not receive a refund of any prepaid fees.  Your Subscription will no longer automatically renew once you have chosen to close your Account; if your Subscription renews monthly, you will not be charged for the next month’s Subscription.

14.4 Effect of Termination.  Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases.  If we terminate your Account for cause, we may also bar your further use or access to the Service.  Aloft will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

14.5 No Subsequent Registration.  If this Agreement is terminated for cause by Aloft or if your Account or ability to access the Service is discontinued by Aloft due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

15. ARBITRATION AGREEMENT.  Please read this section (the “Arbitration Agreement”) carefully.  It is part of your contract with Aloft and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

15.1 Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and Aloft agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Aloft may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Aloft may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

15.2 Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Aloft.  If that occurs, Aloft is committed to working with you to reach a reasonable resolution.  You and Aloft agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Aloft therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Aloft that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@aloftappraisal.com or regular mail to our offices located at 83 Columbia St #305, Seattle, WA 98104.  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

15.3 Waiver of Jury Trial.  YOU AND ALOFT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Aloft are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4 Waiver of Class and Other Non-Individualized Relief.  YOU AND ALOFT AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Aloft agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in King County, Washington.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Aloft from participating in a class-wide settlement of claims.

15.5 Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Aloft agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Commercial-Rules_Web.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Aloft otherwise agree, or the Batch Arbitration process discussed in Section 15.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Aloft agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

15.6 Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Washington and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 15.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

15.7 Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 15.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 15.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 15.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 15.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 15.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.

15.8 Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Aloft need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

15.9 Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Aloft agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Aloft by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Aloft.

You and Aloft agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

15.10 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 83 Columbia St #305, Seattle, WA 98104, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.11 Invalidity, Expiration.  Except as provided in Section 15.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Aloft as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

15.12 Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Aloft makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Aloft at 83 Columbia St #305, Seattle, WA 98104, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Aloft will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

16. GENERAL PROVISIONS.

16.1 Electronic Communications.  The communications between you and Aloft may take place via electronic means, whether you visit the Service or send Aloft emails, or whether Aloft posts notices on the Service or communicates with you via email.  For contractual purposes, you (i) consent to receive communications from Aloft in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Aloft electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

16.2 Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Aloft’s prior written consent.  Aloft may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement.  Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.3 Force Majeure.  Aloft shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.4 Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Service, please contact us at: legal@aloftappraisal.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.5 Agreement Updates.  When changes are made, Aloft will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement.  If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account.  Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account.  Aloft may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted.  IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

16.6 Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Aloft agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in King County, Washington.

16.7 Governing Law.  THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF WASHINGTON, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

16.8 Notice.  Where Aloft requires that you provide an email address, you are responsible for providing Aloft with a valid and current email address.  In the event that the email address you provide to Aloft is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Aloft’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to Aloft at the following address: 83 Columbia St #305, Seattle, WA 98104.  Such notice shall be deemed given when received by Aloft by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.9 Waiver.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.10 Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

16.11 Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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