Terms of Service

These Terms of Service (the “Service Terms”) are a legally binding contract between you and Ask Conrad, Inc. By registering for, accessing, or using any portion of the Services (as defined below), or by selecting “I agree” or “I accept” or making a similar indication of assent when presented with these Service Terms electronically, you are accepting and agreeing to be bound by these Service Terms, which contain (among other things) disclaimers, limitations of liability, class-action waivers, and other terms that affect your legal rights and remedies. Please read these Service Terms carefully before proceeding. If you are not eligible for the Services, or if you do not agree to these Service Terms, then you do not have permission to use the Services.

1. Parties and Eligibility
   
   1. Parties. In these Service Terms, the words “Ask Conrad,” “we,” and “us” refer to Ask Conrad, Inc., and the word “you” refers to the company, individual, or other entity that is accepting or has accepted these Service Terms as described above. Any individual registering for the Services (or otherwise purporting to accept these Service Terms) for or in the name of a company or other entity represents and warrants that he or she is authorized and intends by those actions to bind that company or other entity as a party to these Service Terms.
   2. Eligibility. To be eligible for the Services: (a) you must have the power, right, and capacity to form and be bound legally by a contract with us, and be at least 18 years old if you are an individual; (b) you must not have been previously suspended or removed from the Services (unless we specifically authorize your re-registration in writing); and (c) your registration for and use of the Services, and your operation of any business for which you use the Services, must comply with all applicable laws and regulations. You represent and warrant that you meet these eligibility criteria. If you become ineligible, you must immediately stop using the Services.
2. Services
   
   1. Definition. As used in these Service Terms, the “Services” means our websites that display or link to these Service Terms (including joinconrad.com, joinconrad.ai, theconradapp.com, and theconradapp.ai), the Conrad® mobile app for real estate professionals, our services that we make available through those websites and/or mobile app, and any other sites, apps, services, and communications that we offer from time to time with an indication that they are subject to these Service Terms.
   2. Access to Services; Subscriptions. Subject to these Service Terms and your continuing eligibility for the Services, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to:
      
      1. download and/or install (as applicable), on your compatible device, the software components of the Services (such as the Conrad® mobile app or any software plugins) that we make available to you for that purpose; and
      2. access and use the Services solely for your personal use or (where applicable) in connection with your real estate-related business as described in your Services registration or user profile; provided, however, that you may do so only in compliance with these Service Terms and our applicable published documentation and instructions provided to you from time to time, including any configuration, quantity, and/or other limitations outlined therein. Certain features of the Service are available only to paid subscribers or other categories of registered users. Your access to and use of those features, if any, will depend upon the type of subscription, service plan, or account (each may be referred to below as a “Subscription”) for which you have registered and paid any applicable fees, and your rights under these Service Terms with respect to those features will automatically terminate upon expiration or cancellation of your relevant Subscription. We may terminate a Subscription at any time. If we terminate your paid Subscription early, you will receive a prorated refund of prepaid fees if applicable.‍
   3. ‍Points Programs. The Services may include one or more programs or features that allow users to accrue or use “points” or other in-app rewards or incentives. Those programs and features are subject to the applicable policies outlined in our then-current documentation for the Services, and the way these awards and incentives are applied (for instance, to increase visibility of a user’s profile in other users’ searches) may be determined or affected by various algorithms or other mechanisms within the Services, all of which may change from time to time in our sole discretion. Our administration of these programs is not subject to your review, audit, or appeal. The points or other rewards or incentives we offer have no cash value.‍
   4. Transactions with Others. The Services may include means for you to make or receive client referrals, or to offer or obtain other services or products, to or from third parties, including other users of the Services (for example, through marketplace listings or the like). This does not constitute or imply any endorsement by Ask Conrad. You agree that Ask Conrad will have no liability or responsibility to you with respect to any such referrals or other transactions, and you engage in any of the foregoing at your own risk. You acknowledge that referring real estate brokerage business, and other business defined as “settlement services” under the federal Real Estate Settlement Procedures Act (RESPA), 12 U.S.C. § 2601 et seq., via the Services or to persons or companies with which you connect via the Services could be subject to RESPA. Ask Conrad makes no representations or warranties regarding your use of the Services and your compliance with applicable law, including RESPA. You should consult with an attorney if you have questions about whether any arrangement you may form, referral or otherwise, with a person or company via the Services complies with RESPA.‍
   5. Artificial Intelligence Features. Some features and functions of the Services are performed or enabled by machine learning or artificial intelligence algorithms, models, and technologies (collectively, “AI”), such as generative AI tools that automate content generation or AI algorithms that attempt to analyze communications, create useful recommendations, or present relevant content. The content generated, recommendations made, and other output provided by AI might be inaccurate, incomplete, delayed, misleading or not suitable for your purposes. Please review, check, and edit such output as applicable before relying on it or sharing with others. Like all content you share on our Services, you are responsible for ensuring that any Content you generate or share using AI tools is accurate and otherwise complies with these Service Terms and our applicable policies.
      1. ‍Recording and Analysis of Communications. The Services’ features may use or include tools (including AI-based tools) for summarizing and organizing users’ correspondence and other communications conducted through the Services. You agree that we may record, analyze, and summarize your communications conducted through the Services (and may use AI to do so) for purposes of providing those features to you or those with whom you communicate, and we will not be liable for any mistakes in such analyses or summaries.

3. User Responsibilities and Restrictions
   
   1. Appropriate Conduct. As a condition of your rights under these Service Terms, you agree to conduct all of your activities and communications related to the Services in a professional, lawful, and civil manner and in compliance with any posted community guidelines and policies that we may establish and update from time to time for purposes of fostering appropriate interactions among users of the Services. Violations of these guidelines and policies may result in termination or suspension of your Subscription or other remedial action, including legal action where appropriate.
   2. Business Compliance. As a condition of using the Services, you must conduct any business for which you use the Services, or that you promote through the Services, in compliance with all applicable laws and regulations and you represent and warrant that you will maintain, at all relevant times, all legally required licenses and other authorizations to conduct such business. If you register for or use any Subscription or other feature of the Services that is designated for use by certain types of businesses or professionals, you must at all relevant times meet those criteria. Ask Conrad reserves the right to verify any licensing and eligibility information you provide.
   3. Commission Sharing and Other Transactions. You are solely responsible for any offer that you make to other users through the Services, including any offer to share commissions with another user providing a referral to you, or any services or products that you offer in a marketplace listing, and you agree to make and honor each such offer in accordance with its terms and in compliance with applicable law. You further agree and acknowledge that you (rather than Ask Conrad) are responsible for preparing, negotiating, executing, performing, and enforcing any agreements or other documents that may be necessary or appropriate to give effect to any transaction with third parties that may result from your use of the Services, such as commission-sharing agreements where applicable. You agree to indemnify us and hold us harmless from any claims, liabilities, damages, costs, and expenses arising from any such transactions or your or the applicable third party’s failure to perform the same.
   4. Accounts, Equipment, and Personnel. To access the Services, you may be required to register on the Services and provide all information reasonably requested as part of the registration process. You are responsible for the accuracy, timeliness, and completeness of all information you provide. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are also responsible for maintaining the security of the Equipment and your Services account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment, whether with or without your knowledge or consent. Any content or information that is created on, submitted to, or transmitted through the Services by any of your personnel or others using your account will be deemed to have been created, submitted, or transmitted by you for purposes of these Service Terms.
   5. Prohibitions. By using the Services, you agree not to:
      
      1. use the Services for any illegal purpose or in violation of any local, state, national, or international law;
      2. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, through or in connection with the Services;
      3. access, search, or otherwise use any portion of the Services through any interface, engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the interfaces, software, or other means provided by Ask Conrad;
      4. interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit accessing, using, printing or copying any content;
      5. reproduce, distribute, publicly display, publicly perform, create derivative works of, or modify the Services or any portion thereof;
      6. reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, except to the extent that applicable law prohibits restrictions on such activities;
      7. interfere with the operation of the Services, or any of our other users’ enjoyment of the same, including (without limitation) by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) sending any unsolicited offer or advertisement to another user; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;
      8. use the Services for any fraudulent or deceptive activity (including impersonating any person or entity, claiming a false affiliation or identity, or accessing any other user’s account without permission), or to monitor the availability, performance or functionality of the Services, or to develop or assist anyone else to develop any similar or competing solution, or for any other benchmarking or competitive purposes;
      9. make any statements to others regarding the Services that are inconsistent with our published documentation, or purport to make any representation, warranty, or other statement on our behalf;
      10. sell, share, or otherwise transfer the access or rights granted under these Service Terms; or
      11. attempt to do, or instruct, assist, enable, or permit anyone else to do, any of the things described in this Section 3.5.
4. Fees and Payment
   1. Fees. If you select a paid Subscription or choose to use other paid features of the Services (including by allowing an initially free Subscription to continue beyond the stated trial period or other applicable free period), you agree to pay us the applicable fees and taxes, and you agree to our additional terms and policies for such paid Services (such as Subscription cancellation or refund policies) that we have posted on the Services or otherwise made available for your review at the time of your purchase or renewal of the paid Services. Failure to pay these fees will result in the termination of your paid Services. You also agree to the following.
      1. We may store and continue billing your credit card or other payment method, even after it has expired, to avoid interruptions in your paid Services and to use it to pay for other Services you may buy. You agree to keep your billing and credit card or other payment information up to date in your Services account. If we cannot charge your payment method for any reason, such as an expired card or insufficient funds, you remain responsible for any uncollected amounts. We may attempt to charge your payment method again as you update your payment information.
      2. If you purchase a Subscription or other recurring Services, your payment method will be charged automatically at the start of each service period for the fees and taxes applicable to that period. To avoid future charges, you must cancel before the renewal date in accordance with our applicable policies. Please review our relevant Services documentation or contact our customer support department to learn how to cancel or suspend your paid Services.
      3. We may modify our prices effective prospectively upon reasonable notice to the extent allowed under the law.
      4. We may calculate taxes payable by you based on the billing information that you provide us, and your purchase may be subject to foreign exchange fees or differences in prices based on location.‍
   2. Payment Processors. You agree that we may use a third-party payment processor to process and collect from you any amounts due under these Service Terms. You authorize us and/or our payment processor to debit your designated payment account(s) for such amounts, and you consent to the requisite sharing of information with such payment processor. You may be required to accept the payment processor’s applicable terms of service in order to use certain Services or to facilitate billing and payment as described above.‍
   3. Fee Disputes. If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to request or receive an adjustment or credit. Inquiries should be directed to our customer support department.

5. Content and Proprietary Rights ‍
   1. Your Content.  The Services may enable you to create, post, upload, share, or otherwise submit text, photos, graphics, videos, audio, links, streams, and other information and materials (collectively, “Content”). You retain any copyright or other ownership rights you have in your Content, but when you create Content with or submit Content to the Services, the following license and other provisions apply.
      1. You grant us a worldwide, royalty-free, perpetual, irrevocable, nonexclusive, transferable and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display that Content and any name, username, voice or likeness provided in connection with that Content, in all media formats and channels now known or later developed anywhere in the world, in connection with the operation, provision, development, improvement, or promotion of the Services or our other products and services. Without limiting the foregoing, you acknowledge that we may serve third-party ads through the Services in proximity with your Content without compensation to you. Where the Services provide settings to limit the visibility or use of your Content, we will use reasonable efforts to honor the settings you choose.
      2. You agree that we may remove metadata associated with your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to the Content you create with or submit to the Services.
      3. You agree only to provide Content that does not violate the law or anyone else’s rights (including intellectual property, publicity, and privacy rights). You represent and warrant that: (i) you own the Content or otherwise have the right to grant the license set forth above, (ii) you will have timely obtained all appropriate publicity releases from any person(s) depicted or represented in the Content; and (iii) the Content, your creation and/or submission of the same, and our use and other exploitation of the same as contemplated in these Service Terms does not and will not infringe the intellectual property rights or violate any other rights of any person. Because you alone are responsible for the Content you create or submit, you may expose yourself to liability if you do so without all necessary rights.‍
   2. Ask Conrad Property. The Services are owned and operated by Ask Conrad. The visual interfaces, graphics, design, compilation, informational and media content, trademarks (including but not limited to the Conrad name and logo), data, computer code (including source code and object code), algorithms, products, software, services, and all other elements of the Services (“Materials”), and any intellectual property rights therein, are the property of Ask Conrad and (where applicable) its third-party licensors. ‍
   3. No Implied Licenses; Attribution. You may not access, use, post, reproduce, distribute, modify, display, or otherwise exploit the Services or Materials, nor otherwise practice any of our related intellectual property rights, except as expressly authorized by Ask Conrad. There are no implied licenses to you as a result of or in connection with these Service Terms, and Ask Conrad and its third-party licensors reserve all rights to the Services and Materials not granted expressly in these Service Terms. If we ever grant you the permission to post, reproduce, or display any part of our Services or Materials, you must identify us as the owner or licensor of the same and ensure that it is properly accompanied such copyright or other proprietary notices that we may designate.‍
   4. Your Trademarks. You hereby grants us a limited, non-exclusive, revocable, royalty-free license during the term of your use of the Services to use your name and logo, and any trademark(s) that you upload or designate in connection with your account or the business or services you offer or promote through the Services, solely to identify you and/or your business or services within the Services, and/or to identify you as a user of the Services in connection with our marketing of the Services.‍
   5. Feedback. If you choose to provide us with suggestions, feedback, or other input regarding the Services or any of our other existing or potential products, services, or technologies, then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use and exploit such suggestions, feedback, or other input in any manner and for any purpose, without compensation, attribution, confidentiality, or other obligations to you.

6. Privacy, Data and Confidentiality
   
   1. Privacy Policy. You acknowledge and agree that we may collect and process data, including personal information, from you and your personnel or other account users in accordance with our published privacy policy, a current version of which is posted at www.joinconrad.ai/privacy-policy.
   2. Consents and Notices. If you refer any client or lead to or through the Services, you must obtain (and you hereby represent and warrant that you have obtained or will timely obtain) consent from the client or lead for you to do so, and for Ask Conrad and the recipient(s) of the referral to process, share, and otherwise use the associated personal information for any lawful purposes related to the referral. More generally, and without limiting the foregoing, you are responsible for timely obtaining any legally necessary or appropriate consents from (or, as the case may be, providing any legally necessary or appropriate notices to) any third parties whose personal information you submit or share through or in connection with the Services, so that we and our relevant service providers and other users of the Services may process, share, and otherwise use that information for purposes of the Services and as otherwise contemplated in our published privacy policy. You acknowledge that we may also obtain such consents from and/or provide such notices to your referred clients or other third parties directly if we choose.
   3. Ask Conrad Data. As between you and us, we will solely own and may freely use and disclose any data collected or generated by or through the Services (provided, however, that the foregoing will not diminish your ownership of your Content as provided in Section 5.1). You agree to maintain the confidentiality of any non-public information that we disclose or make available to you, and not to use it for any purpose other than to receive the Services as authorized under these Service Terms, for as long as such information is in your possession or control and not otherwise available to the public.
   4. Legally Compelled Disclosures. Nothing in these Service Terms will prohibit either party from disclosing the other party’s information in compliance with any court order, legal process, or other legal requirement, provided that such first party uses reasonable efforts (where permitted by law) to notify the other party of the requirement prior to the disclosure and to cooperate with the other party’s lawful efforts to protect or limit such disclosure.
   5. Analytics. Without limiting any of our other rights, you agree that we may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and that we will be free (during and after the term of your Services usage) to: (a) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with our products and service offerings, and (b) disclose such data to others in aggregate or other de-identified form in connection with our business.
7. ‍Third-Party Terms ‍
   1. Third-Party Services and Linked Websites. Some features of the Services may enable you to export information to third-party services. By using those features, you authorize us to transfer the applicable information to the applicable third-party service. Third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information. The Services may also contain links to websites or other resources of third parties. Those are not under our control, and we are not responsible for their content or for any third parties’ policies or practices. Except as otherwise expressly provided in our privacy policy (if applicable), once information sharing occurs, we will have no control over the information that has been shared. ‍
   2. Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients rights to copy, modify, and/or distribute those components (“Third-Party Components”). Although the Services are provided to you subject to these Service Terms, nothing herein prevents or restricts or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.‍
8. Term, Termination and Service Modifications ‍
   1. Term. These Service Terms are effective between you and us beginning when you accept these Service Terms and as long as you are using the Services; provided, however, that these Service Terms and your rights hereunder are subject to termination as provided below.‍
   2. Termination. If you violate any provision of these Service Terms, or if you cease using the Services, then these Service Terms and your rights hereunder automatically terminate. In addition, Ask Conrad may, at its sole discretion, terminate these Service Terms or your account for the Services, or suspend or terminate your access to the same, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination or suspension.‍
   3. Effects of Termination. Upon expiration or termination of these Service Terms: (a) your license and other rights hereunder will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account; (c) you must pay us any unpaid amounts that accrued prior to expiration or termination; and (d) Sections 3 (User Responsibilities and Restrictions), 5 (Content and Proprietary Rights), 6 (Privacy, Data and Confidentiality), 8.3 (Effects of Termination), 9 (Indemnity), 10 (Disclaimers), 11 (Limitation of Liability), and 12 (Miscellaneous) will survive. If your account has been terminated for a breach of these Service Terms, then you are prohibited from creating a new account for the Services using a different name, email address, or other forms of account verification.‍
   4. Modification of the Service. We reserve the right to modify or discontinue all or any portion or features of the Services at any time, temporarily or permanently, without notice or liability to you.‍
9. Indemnity ‍
   1. Obligation. To the fullest extent permitted by law, you are responsible for your and your personnel’s use of the Services, and for the operation of your business, and you will indemnify, defend, and hold harmless Ask Conrad, its affiliates, and its and their respective shareholders, directors, managers, members, officers, employees, consultants, service providers, and agents (together, the “Conrad Entities”) from and against every claim brought by any third party, and any related liabilities, damages, losses, and expenses, including attorneys’ fees and costs, arising out of or connected with: (a) your goods or services or the operation of your business, or any other matter that these Service Terms identify as your responsibility; (b) any misrepresentation, breach of warranty, or violation of law or regulation by you or your personnel, (c) your misuse or unauthorized use of the Services, or any other failure to comply with any restrictions or limitations or to fulfill your obligations set forth in these Service Terms; (d) your infringement or violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between you and any third party, including any other user of the Services or any client or lead you refer or receive through the Services.‍
   2. Reservation of Rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.‍
10. Disclaimers ‍
    1. No Warranties. THE SERVICES AND ALL ASSOCIATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ASK CONRAD DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND/OR MATERIALS, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. IN PARTICULAR, AND WITHOUT LIMITING THE FOREOING:
       1. WE DO NOT WARRANT THAT THE SERVICES OR ANY PORTION THEREOF WILL MEET YOUR EXPECTATIONS REGARDING AVAILABILITY, TIMELINESS, FEATURES, OR RESULTS, OR THAT THEY WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, NOR DO WE WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED; AND
       2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN THROUGH THE SERVICES OR FROM ANY CONRAD ENTITY IN RELATION TO THE SERVICES WILL CREATE ANY WARRANTY. ‍
    2. Assumption of Risk. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES OR YOUR DEALINGS WITH ANY THIRD PARTY THROUGH OR AS A RESULT OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY PORTION OR FEATURE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.‍
    3. Applicability. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 10 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Ask Conrad does not disclaim any warranty or other duty to the extent we are prohibited from doing so under applicable law.‍
11. Limitation of Liability ‍
    1. Waiver of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CONRAD ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THESE SERVICE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CONRAD ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.‍
    2. Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CONRAD ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE SERVICE TERMS OR THE SERVICES IS LIMITED TO THE AMOUNT OF FEES RECEIVED BY US FROM YOU FOR THE SERVICES (OR PORTION THEREOF) THAT WE WILLFULLY OR NEGLIGENTLY FAIL TO PERFORM WITHIN THE THREE MONTHS PRECEDING YOUR ASSERTION OF ANY SUCH CLAIM, OR $50, WHICHEVER IS GREATER.‍
    3. Basis of the Bargain. EACH PROVISION OF THESE SERVICE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE SERVICE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE SERVICE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.‍
12. Miscellaneous ‍
    1. No Agency. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service or the provision of Services, and you do not have any authority of any kind to bind Ask Conrad in any respect whatsoever.‍
    2. Additional Terms. Your use of certain features or aspects of the Services may be subject to additional terms and conditions, as specified by us from time to time on the Services. All such additional terms and conditions are incorporated by this reference into, and made a part of, these Service Terms as they relate to the corresponding features or aspects of the Services.‍
    3. Entire Agreement. These Service Terms, together with any other terms and conditions expressly incorporated herein by reference, are the entire and exclusive understanding and agreement between you and us regarding the Services. ‍
    4. Assignment. You may not assign, delegate, or otherwise transfer these Service Terms or your rights or duties under these Service Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign or delegate these Service Terms and/or any of our rights or duties hereunder at any time without notice or consent. ‍
    5. Waiver and Modification. Our failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Service Terms or any provision of these Service Terms: (a) be effective unless in writing signed by our authorized representative; or (b) be a waiver of any subsequent breach or default, or of the provision itself. We may modify these Service Terms upon at least 7 days’ notice to you, and such modifications will be effective and binding upon you if you continue to use the Services after the end of that notice period.‍
    6. Interpretation. Use of section headers in these Service Terms is for convenience only and will not affect the interpretation of any provision. Throughout these Service Terms the use of the word “including” means “including but not limited to.” If any part of these Service Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.‍
    7. Governing Law; Disputes. These Service Terms are governed by the laws of the State of New York without regard to conflict of law principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall, if elected by either party, be settled solely by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator located in Nassau County, New York, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that Ask Conrad may seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information, intellectual property, or other interests under these Service Terms.‍
    8. No Class Actions. YOU AND ASK CONRAD AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OWN CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ask Conrad agree otherwise, any claim by one party against the other may not be consolidated with any other person’s claims, nor be heard, arbitrated, or otherwise adjudicated in any form of a representative or class proceeding.‍
    9. No Support. We are under no obligation to provide technical or other support for the Services. In instances where we choose to offer or provide support, the support will be subject to our applicable published policies, if any.‍
    10. Location of Use. The Services are operated from locations within the United States. You agree not to export or re-export any portion of the Services. We make no representation that the Services are appropriate or available for use outside of the United States. Access or use from or within states, countries, or territories where such access or use is illegal, or by individuals or entities who may not legally do so, is prohibited.‍
    11. Consent to Electronic Communications. By using the Services, you consent to receiving electronic communications from us, including but not limited to email and text messages (for example, SMS and MMS communications) and in-app messages and notifications, for account management, advertising, and marketing purposes, and otherwise as described in our privacy policy. Please read our privacy policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.‍
    12. Complaints and Violations. We ask that you promptly report to us any content or behavior on the Services that you believe violates your rights (including intellectual property rights) or our applicable policies, these Service Terms, or the law. Except where prohibited by law, we may in our discretion remove or restrict access to accounts, content, features, services, or information on the Services, including to avoid or mitigate harm or legal risks to Ask Conrad or others, or to prevent or curtail misuse of our Services.‍
    13. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after the notice is sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. In addition, any notice that we provide to you through the Services will be deemed to have been duly given when a user under your account accesses the portion of the Services where the notice or a conspicuous link to the same is posted. The Services are offered by Ask Conrad, Inc., located at 1670 Old Country Road, Suite 220, Plainview, NY 11803. You may contact us by sending correspondence to that address or by emailing us at support@askconrad.ai.

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