READYRESALE SERVICES TERMS OF USE AGREEMENT

LAST REVISED JANUARY 31, 2023

Please read the following Terms of Use (“Terms”) carefully. These Terms are a legal agreement between you and AssociationReady, LLC ("AssociationReady", “we”, “our” or “us”) governing your access to and use of AssociationReady’s products and services (hereinafter collectively referred to as the “ReadyResale Services”).

RECITALS:

You acknowledge and agree that these recitals are true and accurate and are a part of this Agreement.

1. AssociationReady is a software provider that assists homeowners’ and condominium associations (hereinafter collectively referred to as “Associations”), either directly or through the Associations’ management companies (hereinafter collectively referred to as “Management Companies”).
2. AssociationReady’s customers under this Agreement are Associations, Management Companies, appraisers, attorneys, property buyers, escrow agents, closing agents, financial institutions, real estate agents, and real estate brokers, and real estate sellers (hereinafter collectively referred to as “Customers”).
3. AssociationReady, together with its partners and affiliates, assist the Customers by providing the following ReadyResale Services, all of which are proprietary to AssociationReady:
   • a. providing access to certain of AssociationReady’s proprietary materials, information, methods, data, content, designs, algorithms, processes, images, text and software that assists the Associations to design, create, prepare, manage, input, edit, revise, review, proofread, download, save and store the Customers’ various correspondences, data and other documents (hereinafter collectively referred to as “Documents”), including without limitation the content of all such Documents;
   • b. organizing, assembling, collating, formatting, printing, scanning, mailing, faxing, e-mailing, texting, tracking, archiving, and otherwise sending Documents to the Customers;
   • c. initiating, processing, gathering, collecting, maintaining, reviewing, calculating, analyzing, supervising, managing, archiving the histories of, and reporting to Customers all payments made and other transactions of any nature relating to the Documents (hereinafter collectively referred to as “Transactions”); and
   • d. receiving, sending, transferring, and exchanging Documents and the data contained therein.

TERMS:

By accessing or using the ReadyResale Services, you agree that you have been granted access to the ReadyResale Services, that you have read and understand these Terms, that you agree to be bound by these Terms and all additional terms incorporated by reference, and that if you are an individual executing this Agreement on behalf of any entity, you are the individual authorized by AssociationReady to accept and bind the entity to these Terms. If you do not agree to any portion of these Terms, do not access or use the ReadyResale Services.

1. ReadyResale Services Use. Subject to these Terms, AssociationReady grants you a non-transferable, non-exclusive, revocable, personal, and limited license to use and access the ReadyResale Services. The rights granted to you in these Terms are subject to the restrictions in these Terms. AssociationReady reserves the right, at any time, to modify, suspend, or discontinue the ReadyResale Services (in whole or in part) with or without notice to you. You agree that AssociationReady will not be liable to you or to any third-party for any modification, suspension, or discontinuation of the ReadyResale Services or any part thereof.
2. Use Restrictions. You are prohibited from using the ReadyResale Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate AssociationReady’s intellectual property, privacy or publicity rights or the intellectual property, privacy or publicity rights of others; (v) to cause or launch any programs, viruses, damaging code, Trojan horses, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the ReadyResale Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the ReadyResale Services; (vi) to override, circumvent, or otherwise attempt to gain unauthorized access to or impair any aspect of the ReadyResale Services, or the related systems, servers, or networks, including during any period(s) for which you have been suspended from using the ReadyResale Services or cancelled as a ReadyResale Services user; (vii) for resale, time sharing or other similar purposes, including, but not limited to, uploading, publishing, transmitting, posting, or distributing any advertising or solicitations other than in furtherance of the Transactions; (viii) to post, transmit, upload, publish, or distribute any unlawful information or content, or any information or content that could give rise to criminal or civil liability, or any information or content that could be perceived as harmful, threatening, abusive, insensitive, objectionable, vulgar, obscene, profane, pornographic, libelous, defamatory, or scandalous; (ix) to use, access, reproduce, publish, amend, modify, copy, reproduce, sell, distribute, share, or disclose the ReadyResale Services or any ReadyResale Services Content (as defined below) for commercial purposes other than in furtherance of the Transactions or in any way otherwise in furtherance of assisting any competitor of AssociationReady; (x) to stalk, harass or harm another individual; (xi) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity, in order to gain access to the ReadyResale Services or for any other reason; (xii) to use any portion of the ReadyResale Services in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; (xiii) to decompile, decipher, disassemble, reverse engineer, jeopardize the correct functioning of, disassemble, or otherwise attempt to derive the source code of the software that enables or underlies the ReadyResale Services, except as may be permitted by applicable law; (xiv) to use, display, or reproduce the ReadyResale Services, the ReadyResale Services Content, or any portion of either, or any of AssociationReady’s trade secrets, confidential information or other proprietary information without the express written consent of AssociationReady which consent AssociationReady may grant or withhold in its sole and absolute discretion; (xv) to misuse or otherwise abuse the READYRESALE Services or READYRESALE Services Content, or breach these Terms or any other agreement between you and AssociationReady, in any manner that is not otherwise explicitly mentioned in this provision; and (xvi) to encourage or to assist any third party to do any of the foregoing.
   By using and accessing the ReadyResale Services, you represent and warrant to AssociationReady that you are only using and accessing the ReadyResale Services for conducting bona fide, legal commercial transactions in the ordinary course of business. You further represent and warrant that you shall not, and agree that you shall not, reproduce, copy, alter, modify, sell, distribute, use, or otherwise exploit in any manner the ReadyResale Services, the Services or the Documents, or the content or design of any of them. You are strictly prohibited from engaging in any and all actions set forth in the immediately preceding sentence. In the event that you violate this provision in any manner, you will, immediately upon demand from AssociationReady, disgorge to AssociationReady any and all sums obtained by you from any third parties as a result of your violation of this provision. In addition thereto, AssociationReady shall be free to exercise any and all rights it may have against you at law or in equity as a result of your violation of this provision, including but not limited to the right to immediately terminate this Agreement without any notice to you. AssociationReady has the right at any time, but not the obligation, to review and monitor your use of the ReadyResale Services, without any need for further permission from you and without notice to you.
3. ReadyResale Services Content. The ReadyResale Services is provided to you as a convenience and for your information only. Your use of the ReadyResale Services is at your own risk. AssociationReady does not warrant or represent that: (i) any Documents or the contents, data, or information contained therein or the design thereof (hereinafter collectively referred to as the “ReadyResale Services Content”) is accurate or complete; (ii) the ReadyResale Services Content is up-to-date or current; (iii) AssociationReady has any obligation to update the ReadyResale Services Content; (iv) the ReadyResale Services Content is free from technical inaccuracies or programming or typographical errors; (v) the ReadyResale Services Content is free from changes caused by a third party; (vi) your access to the ReadyResale Services will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the ReadyResale Services is accurate or complete.
   
   You acknowledge and agree that you are solely responsible for the ReadyResale Services Content to the extent that such ReadyResale Services Content consists of your information and data (hereinafter collectively referred to as “Data”), and you assume all risks associated with all such Data, including without limitation any reliance on its quality, reliability, correctness, accuracy, completeness, or usefulness by or to others. AssociationReady is under no obligation to review, analyze, interpret, approve or verify any Data. You further agree to indemnify AssociationReady and hold AssociationReady wholly harmless from any error, inaccuracy, omission, or incompleteness of any Data.
   
   You also represent, warrant and agree that by using the ReadyResale Services to submit orders to AssociationReady, that you own and possess all of the right to use any Data submitted or uploaded by you through the ReadyResale Services. You hereby expressly authorize AssociationReady to share and provide with such others as may be necessary to effectuate the Transactions.
   
   You further represent, warrant and agree that all Data is accurate, reliable and complete in all respects, that all such Data is not defamatory, libelous, or misleading, that all such Data is free from any objectionable content, and that all such Data does not infringe on any intellectual property rights or any other rights of AssociationReady or of any third party. You further represent and warrant that your submitting, uploading and use of all Data does not violate any law, statute, order, or regulation of any applicable authority or jurisdiction.
4. Intellectual Property. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, service marks, logos, and trade secrets on the ReadyResale Services and in the ReadyResale Services Content are owned by AssociationReady. Neither these Terms, nor your access to or use of the ReadyResale Services, transfers to you or any third party any rights, title, or interest in or to such intellectual property rights. AssociationReady reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
5. Registration; Password; Security. You will be required to register for an account in order to use and access the ReadyResale Services. You shall only register your account in your name or in the name of the entity for which you are authorized to act and for no other person or entity. BY registering to use and access the ReadyResale Services, you warrant and represent to AssociationReady that the individual using and accessing the ReadyResale Services by use of the credentials provided at time of registration has not obtained, and is not using or accessing, such registration credentials under false pretenses, and that such individual is fully authorized by you to use and access the ReadyResale Services on your behalf. Credentials for using and accessing the ReadyResale Services is non-transferable, and you shall not allow your credentials to be used by anyone who is not your employee to use or access the ReadyResale Services. You are responsible for the actions of any individual who uses your credentials for any purpose, and you shall be fully liable for any improper use or access of the ReadyResale Services through the use or access of your credentials. You are solely responsible for maintaining the confidentiality of your username and password. You shall immediately upon discovery thereof report to AssociationReady any unauthorized use of your credentials, username or password, by email to support@AssociationReady.com.
6. Privacy. AssociationReady collects, uses, and shares personal information collected through the ReadyResale Services in accordance with its Privacy Policy https://www.associationready.com/privacy-policy.asp. You should read and familiarize yourself with the Privacy Policy. You agree to fully comply at all times with each and every provision contained in the Privacy Policy.
7. NO WARRANTIES. THE READYRESALE SERVICES AND READYRESALE SERVICES CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ASSOCIATIONREADY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE READYRESALE SERVICES OR READYRESALE SERVICES CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE READYRESALE SERVICES OR READYRESALE SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THOSE JURISDICTION, THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES WILL BE EXCLUDED OR LIMITED TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE JURISDICTION.
   ASSOCIATIONREADY DISCLAIMS ANY AND ALL LIABILITY AND MAKES NO WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY THIRD PARTY APPLICATIONS, LINKS OR INFORMATION OR DATA USED OR ACCESSED VIA THE READYRESALE SERVICES OR THE READYRESALE SERVICES CONTENT. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO ANY THIRD PARTY APPLICATIONS, LINKS OR INFORMATION OR DATA USED OR ACCESSED VIA THE READYRESALE SERVICES OR THE READYRESALE SERVICES CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THOSE JURISDICTION, THE EXCLUSION OR LIMITATION OF WARRANTIES RELATING TO ANY THIRD PARTY APPLICATIONS, LINKS OR INFORMATION OR DATA USED OR ACCESSED VIA THE READYRESALE SERVICES OR THE READYRESALE SERVICES CONTENT WILL BE EXCLUDED OR LIMITED TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE JURISDICTION.
   NO ADVICE OR OTHER INFORMATION PROVIDED, WHETHER ORALLY OR IN WRITING, SHALL CREATE ANY WARRANTY OF ANY KIND FROM ASSOCIATIONREADY TO YOU.
8. Fees. The fees, costs and expenses charged by AssociationReady to you for providing the ReadyResale Services will appear at the time that you place your order. You agree that you are under no obligation or requirement to use AssociationREADY services for placing orders and by placing an order you are doing so under your own free will. Furthermore, you agree that the prices set forward are fair and reasonable. Payment shall be made at the time of placing each order. AssociationReady reserves the right to charge you any fees incurred as a result of any payment made by you being rejected. By using the ReadyResale Services, you agree that the fees, costs and expenses are both fair and reasonable for AssociationReady’s provision of the Ready Resale Services to you in accordance with these Terms, and hereby waive any and all affirmative or other defenses that the fees, costs and expenses incurred were or are unfair or unreasonable. You shall not dispute the fees, costs, or expenses charged by AssociationReady to you.
9. Indemnification. You agree to indemnify and hold harmless AssociationReady (and its employees, service providers, affiliates, subsidiaries, parents, and agents) from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your violation of these Terms; (ii) your use of the ReadyResale Services or ReadyResale Services Content; (iii) your violation of applicable laws, regulations, or third-party rights; (iv) your User Feedback; and (v) your willful misconduct, fraud, or negligence. AssociationReady reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of AssociationReady. AssociationReady will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10. Injunctive Relief; Specific Performance. You acknowledge and agree that AssociationReady’s rights under these Terms are unique to AssociationReady, and that any breach by you of any of the representations, warranties, covenants and obligations made by you in these Terms would cause irreparable harm to AssociationReady, for which AssociationReady would have no adequate remedy of law. Therefore, in addition to any other remedies that may be available to us under these Terms, or under applicable law, or otherwise, AssociationReady shall be entitled to obtain temporary restraining orders, preliminary and permanent injunctions and/or other equitable relief, including a decree of specific performance, to specifically enforce your duties and obligations set forth in these Terms, or to enjoin any breach of these Terms, or to restrain you from engaging in any conduct that would constitute a breach of these Terms. Nothing herein contained shall be construed as prohibiting AssociationReady from pursuing any other remedies available to us at law, in equity, or otherwise for such breach or threatened breach.
11. 
    LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ASSOCIATIONREADY, OR ANY OF ITS OWNERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, ATTORNEYS, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, PREDECESSORS-IN-INTEREST, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE READYRESALE SERVICES OR READYRESALE SERVICES CONTENT, EVEN IF ASSOCIATIONREADY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE READYRESALE SERVICES AND READYRESALE SERVICES CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. TO THE FULLEST EXTENT PERMITTED BY LAW, ASSOCIATIONREADY’S ENTIRE AGGREGATE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO YOUR ACCESS TO AND USE OF THE READYRESALE SERVICES AND/OR THE READYRESALE SERVICES CONTENT WILL BE THE TERMINATION OF YOUR RIGHT TO USE OR ACCESS THE READYRESALE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MIGHT NOT APPLY TO YOU. IN THOSE JURISDICTIONS, THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SHALL BE THE FULLEST EXTENT OF ANY LIMITATION OR EXCLUSION OF LIABILITY PERMITTED BY THAT JURISDICTION.
    ASSOCIATIONREADY ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR LINKS. ASSOCIATIONREADY’S ENTIRE AGGREGATE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY APPLICATIONS AND LINKS WILL BE THE DE-INSTALLATION OF SUCH THIRD PARTY APPLICATIONS OR LINKS AND YOUR RIGHT TO TERMINATE YOUR USE OF AND ACCESS TO THE READYRESALE SERVICES OR TO THE THIRD PARTY APPLICATIONS AND LINKS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY SET FORTH IN THIS PARAGRAPH, SO THE LIMITATION OR EXCLUSION CONTAINED IN THIS PARAGRAPH MIGHT NOT APPLY TO YOU. IN THOSE JURISDICTIONS, THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES SHALL BE THE FULLEST EXTENT OF ANY LIMITATION OR EXCLUSION OF LIABILITY PERMITTED BY THAT JURISDICTION.
12. Force Majeure. A “Force Majeure Event” means a cause or event beyond the reasonable control of AssociationReady, including, but not limited to, (i) labor disputes, strikes, or lockouts (but excluding nonunion labor shortage or disputes); (ii) riots, war, acts of terrorism, or other civil disturbance; (iii) fire, flood, earthquake, tornado, hurricane, snow, ice, lightning, or other natural disasters, elements of nature or acts of God, pandemics or epidemics; (iv) outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, interruption or failure of telecommunications carriers or digital transmission links, network congestion, computer equipment failures, telecommunication equipment or other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, all of the foregoing in this subsection (iv) being of or due to third party providers or utility service providers; (v) acts of computer, system, or network sabotage or file lockup (e.g., ransomware attack), DDOS or other network attacks, intrusion, or other failures; (vi) any law, order, regulation, direction, action or request of the United States, state or local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of such instrumentality, or of any civil or military authority, or national emergencies, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown; or, (vii) national or regional shortage of adequate power or telecommunications or transportation. Any delay in performance by AssociationReady caused by a Force Majeure Event is not a breach of these Terms. The time for AssociationReady to perform under these Terms will be extended for a period equal to the duration of the conditions preventing performance by AssociationReady. If the Force Majeure Event renders AssociationReady unable to provide its services or products to you for more than thirty (30) consecutive days, you may terminate these Terms and your use of and access to the ReadyResale Services and the ReadyResale Services Content upon written notice to AssociationReady.
    
    AssociationReady shall not be liable to you in any manner whatsoever for any damage to your computers, computer system, modems, software, telephones or wireless devices caused in whole or in part by your use of or access to the ReadyResale Services or ReadyResale Services Content.
13. 
    Limitations and Prerequisites for Asserting Claims Against AssociationReady. BY USING AND ACCESSING THE READYRESALE SERVICES AND THE READYRESALE SERVICES CONTENT, TO THE FULLEST EXTENT APPLICABLE LAW PERMITS, YOU AGREE THAT ANY CLAIM ASSERTED BY YOU AGAINST ASSOCIATIONREADY MUST RELATE TO A SPECIFIC TRANSACTION AND MUST BE COMMENCED BY THE FILING OF AN ACTION SPECIFIC TO THAT TRANSACTION WITHIN ONE (1) YEAR FROM THE DATE ON WHICH SUCH TRANSACTION WAS INITIATED. YOU HEREBY FOREVER WAIVE ANY RIGHT TO ASSERT A CLAIM RELATING TO A TRANSACTION THAT IS NOT ASSERTED WITHIN ONE (1) YEAR FROM THE DATE ON WHICH THE TRANSACTION WAS INITIATED. PRIOR TO ASSERTING ANY CLAIM AGAINST ASSOCIATIONREADY, YOU MUST FIRST, AS A PREREQUISITE TO ASSERTING SUCH CLAIM, PROVIDE WRITTEN NOTICE TO ASSOCIATIONREADY PURSUANT TO SECTION 19 OF THESE TERMS BELOW OF THE CLAIM YOU INTEND TO ASSERT, AND IN SUCH NOTICE, PROVIDE A DETAILED DESCRIPTION OF THE NATURE OF THE CLAIM, THE SPECIFIC TRANSACTION TO WHICH THE CLAIM RELATES, AND THE SPECIFIC RELIEF WHICH YOU INTEND TO SEEK IN ASSERTING SUCH CLAIM. YOU SHALL NOT FILE ANY SUCH CLAIM UNTIL THIRTY (30) DAYS HAVE ELAPSED SINCE THE DATE ON WHICH ASSOCIATIONREADY RECEIVED THE NOTICE DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE, AND THEN ONLY IF THE CLAIM REMAIN UNRESOLVED THROUGH EITHER A NEGOTIATED SETTLEMENT OR THROUGH ASSOCIATIONREADY’S CURE OF THE DEFICIENCIES THAT RESULTED IN THE POTENTIAL CLAIM.
    In order for AssociationReady to initiate a claim against you, we must do so within the applicable statute of limitations for such claim in the appropriate jurisdiction.
    BY USING AND ACCESSING THE READYRESALE SERVICES AND THE READYRESALE SERVICES CONTENT, TO THE FULLEST EXTENT APPLICABLE LAW PERMITS, YOU AGREE NOT TO ASSERT, OR ATTEMPT TO ASSERT, ANY CLAIM AS A MEMBER OF A PUTATIVE CLASS OR AS A PUTATIVE CLASS REPRESENTATIVE IN ANY CLASS ACTION LITIGATION OR OTHER CLASS ACTION PROCEEDING.
14. Termination. These Terms will remain in full force and effect while you access and use the ReadyResale Services. We may suspend or terminate your right to use the ReadyResale Services at any time for any reason at our sole and absolute discretion, including for any use of the ReadyResale Services in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the ReadyResale Services will terminate immediately. AssociationReady will not have any liability whatsoever to you for any termination of your rights under these Terms.
15. Governing Law. All matters arising out of or relating to these Terms, the ReadyResale Services, or ReadyResale Services Content will be governed and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in the Northern District of Georgia with respect to any action arising in connection with these Terms, the ReadyResale Services, or ReadyResale Services Content. You hereby waive any and all affirmative or other defenses of lack of jurisdiction or forum non conveniens for any located within the jurisdiction of the United States District Court for the Northern District of Georgia.
16. Age Restriction. You affirm that you are at least eighteen (18) years of age, or are an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.
17. No Fiduciary Relationship. AssociationReady, to its best knowledge, is not subject to any corporate, agency or other fiduciary relationship with respect to, among other things, pricing requirements, restrictions in providing services, or mandates of the statutes, ordinances and rules of applicable jurisdiction in its providing services hereunder to you. AssociationReady shall not be deemed to have, or be subject to, any fiduciary duties related in any manner to the services and products provided by AssociationReady to you hereunder.
18. No Relationship Between AssociationReady and You. Both AssociationReady and you are independent contractors with respect to these Terms. Neither AssociationReady nor you is, or shall be deemed to be, an agent, representative, employee, or partner of the other with respect hereto. These Terms shall not be construed or interpreted to create any joint venture, partnership, agency or association between AssociationReady and you.
19. Electronic Communications; Notices. By using the ReadyResale Services, you consent to receive electronic communications from AssociationReady unless you follow applicable opt-out procedures, which procedures can be found in the Privacy Notice. AssociationReady will communicate with you via your e-mail address as provided during your signup process. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication, including but not limited to notices to be provided herein, be in writing. Any notice required or permitted to be sent by you to AssociationReady by e-mail to support@AssociationReady.com.
20. Third-Party Links. The ReadyResale Services may include links to content provided by third-parties (“Third-Party Content”). Third-Party Content is provided for your convenience and information only. Third-Party Content is not under the control of AssociationReady and AssociationReady is not responsible for any Third-Party Content. The inclusion of Third-Party Content does not imply endorsement, affiliation, partnership, or sponsorship by AssociationReady. Use of any Third-Party Content is at your own risk.
21. Local Laws. AssociationReady makes no representation that the ReadyResale Services or ReadyResale Services Content is appropriate or available for use in jurisdictions outside the United States. Access to the ReadyResale Services from jurisdictions where such access is illegal is prohibited. If you choose to access the ReadyResale Services from other jurisdictions, you do so at your own risk and are responsible for compliance with applicable local laws, and you agree to indemnify AssociationReady and hold AssociationReady wholly harmless from and any and all claims, actions, liabilities, damages, and judgments, including reasonable attorney’s fees, incurred by AssociationReady resulting in whole or in part from your accessing the ReadyResale Services from jurisdictions where it is illegal to do so. The ReadyResale Services may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the ReadyResale Services, or any products utilizing such data, in violation of the United States export laws or regulations.
22. Miscellaneous. These Terms constitute the entire agreement between you and AssociationReady regarding the ReadyResale Services and ReadyResale Services Content and the terms of use of both. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision, nor shall any waiver provided be deemed to constitute an ongoing or future waiver of the same or any other provision hereof. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
23. Entire Agreement; Changes. These Terms, together with any terms and provisions contained on or amended by the ReadyResale Services, constitute the complete and exclusive agreement between AssociationReady and you with respect to the subject matter contained herein, and supersede any and all prior or contemporaneous communications, statements, understandings, representations and agreements, whether oral or written, relating in any manner to the subject matter contained herein.
    AssociationReady may revise these Terms, the ReadyResale Services, or the ReadyResale Services Content, or stop providing the ReadyResale Services, at any time and without notice to you, by posting revisions to the link when you access the ReadyResale Services, which will always contain the most current Terms of Use. AssociationReady encourages you to review these Terms frequently. The date of the most recent revision to these Terms appears at the top of these Terms. Your continued access to or use of the ReadyResale Services after such posting constitutes your consent to be bound by the Terms, as amended. Under no circumstances shall you be permitted to amend the Terms without the express written consent of AssociationReady, which consent may be granted or withheld in AssociationReady’s sole and absolute discretion, and no action or inaction by you shall in any way constitute an amendment or modification of these Terms or their enforceability.
24. Contact. For questions about these Terms, please contact AssociationReady at support@AssociationReady.com.