Terms of Service

1. The Services Are a Data Information Service

The Services are a data information service for the collection and depository of information and data relating to real estate and real estate transaction (collectively, “Property Data”). Such data may originate from you, other users of the Services, or from other third-party sources. Among other features, the Services may compile, structure, normalize, validate, and aggregate property datasets into derivative formats, including but not limited to digital twins, 2D and 3D property models, calculated measurements, room hierarchies, metadata, analytics, and risk indicators (collectively, the “Compiled Property Data”).

The Services do not constitute an appraisal, survey, property condition report, zoning report, or any other professional diligence report concerning any subject property.

You assume all risk relative to the quality, accuracy, adequacy, completeness, correctness and validity of any such Property Data, Compiled Property Data, or other information submitted by or through the Services by users or any third party, including to the extent such data or information is incorporated or used to generate professional diligence reports concerning any property. ClearBox is not responsible for, and disclaims any and all liability related to, any and all property diligence reports or other transactions made or facilitated through the Services. Property Data and Compiled Data provided through or used to generate the Services is primarily user generated, and ClearBox does not control or vet Property Data or Compiled Property Data for accuracy.

2. Compliance with Laws

In accessing or utilizing the Services and in uploading or otherwise providing Property Data to the Services, you agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, including without limitation those related to data privacy, international communications, and the transmission of technical or personal data, as well as any and all applicable laws and regulations relating to the settlement and closing of real estate transactions. In uploading or otherwise providing Property Data to the Services, you represent, warrant, covenant, and agree that you have obtained and maintain all consents, agreements, and permissions from property owners or other third parties required in order to upload or provide such Property Data to the Services. ClearBox makes no representations or warranties about the legality or propriety of the use of the Services, Property Data, or Compiled Property Data in any geographic area.

3. Acceptable Use of the Services

You are responsible for your use of the Services, and for any use of the Services made using your account. When you use the Services, you shall not:

• violate any law or regulation;
• violate or infringe other people’s intellectual property, privacy, publicity, or other legal rights;
• use our Services to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs or personal contact information of others, without their permission;
• transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
• send unsolicited or unauthorized advertising or commercial communications, such as spam;
• transmit any malicious code or computer viruses;
• stalk, harass, or harm another individual;
• impersonate or misrepresent your affiliation with someone else;
• use any means to “scrape,” “crawl,” or “spider” any web pages contained in the Services;
• use automated methods to use the Services in a manner that sends more requests to the ClearBox servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
• interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, malicious code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
• use, display, mirror, or frame the Services or any individual element within the Services, ClearBox’s name, any ClearBox trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without ClearBox’s express written consent;
• access, tamper with, or use non-public areas of the Services, ClearBox’s computer systems, or the technical delivery systems of ClearBox’s providers;
• attempt to probe, scan, or test the vulnerability of any ClearBox system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ClearBox or any of ClearBox’s providers or any other third party (including another user) to protect the Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

ClearBox may investigate and prosecute violations of any of the above to the fullest extent of the law. ClearBox may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that ClearBox has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. ClearBox reserves the right, at any time and without prior notice, to remove or disable access to any content on the Services that ClearBox, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Services.

4. Ownership

We own or license the content on the Services, including software, text, visual, and audio content (collectively, the “Content”) and ClearBox’s trademarks, logos, and brand elements (collectively, the “Marks”). The Content and Marks are protected under U.S. and international laws. We reserve all rights not expressly granted to you.

Without limiting the generality of the foregoing, you acknowledge and agree that:

• ClearBox owns the selection, coordination, structure, and organization of the Compiled Property Data.
• The Digital Twin tool available through the Services and all derivative representations of a property created by the Services are works authored by ClearBox and are owned by ClearBox.
• To the extent provided for under the terms of an applicable Order, you receive a limited, non-exclusive, revocable license to access and use authorized outputs from the Services for permitted professional or transactional purposes.
• ClearBox may retain, reuse, aggregate, analyze, and enhance Compiled Property Data across properties and time for validation, compliance, analytics, and product development, subject to applicable privacy laws.
• No ownership, resale, or independent commercialization rights are transferred to you with respect to the Services or any Compiled Property Data unless expressly set forth in an Order or granted in writing by ClearBox.

5. Privacy

ClearBox respects your privacy. Please read our Privacy Policy to learn how we collect, use, and disclose information about you. All users granted access to an account will have access to the personal information contained within that account, including the care recipient’s data.

6. User Accounts

When you register as a user on the Services, you must establish a username and password for access to your account and create a personal profile. You may only use this account personally and may not share the account with anyone else. You agree to keep your contact and billing information (including, but not limited to, your email address) up-to-date and to comply with all billing procedures, including providing and maintaining accurate, truthful and lawful billing, credit card and profile information for active accounts.

You will be solely responsible for all acts or omissions that occur under your account. You agree that if you provide your ClearBox account login information to someone or allow others to use the Services, you will be held responsible for all activity on the Services, whether such activity is undertaken by you or someone else.

7. Security

You are responsible for ensuring the confidentiality and security of your username and password and agree not to disclose them to any other person. It is your sole responsibility to control the use of your username and password and promptly inform us if you believe your account or password has been compromised. We cannot and do not assume any responsibility or liability for any information you submit or your or any third parties’ use or misuse of information transmitted or received using the Services.

8. Third Party Content and Interactions

The Services may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of ClearBox, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations found on or through the Services are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with any of these third parties. You agree that ClearBox is not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

9. Payment

Certain aspects of the Services (“Paid Services”) may be subject to additional charges (“Service Fees”), as set forth in any Additional Terms, online order on our website, or other order form agreement that may be in place between you and ClearBox (in each case, an “Order”).

Paid Services shall be billed as described in your Order. All Service Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all taxes, levies, or duties associated with Paid Services that you order, purchase, or receive hereunder or under any Order, excluding only United States (federal or state) income taxes. All Service Fees and other amounts paid hereunder are paid in advance and are non-cancelable, and all amounts paid are nonrefundable.

When you sign up for the Paid Services, you consent and authorize us to automatically collect payments of all fees, charges, and taxes associated with use of the Paid Services as set forth in your Order from your designated payment method associated with your account until your Order is complete or is cancelled. You agree to provide us with accurate and complete payment information and promptly notify us of any changes to your payment information. If you make changes to your payment information less than 24 hours before your next billing date, we may not be able to apply these changes to your next billing cycle. You can make changes to your payment information via your account on https://clearbox.com or by contacting Customer Support.

ClearBox provides numerous service options. Certain service options may be provided free of charge, while other options require subscription payments before they can be accessed (“Subscriptions”). ClearBox may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. ClearBox is not responsible for the products and services provided by such third parties. From time to time, ClearBox may offer trials of its paid Subscriptions for a specified period without payment or at a reduced rate. The term of a Subscription shall be set forth in the applicable Order. If your Subscription is monthly, your Subscription will be valid for a period of a month and will automatically renew until cancelled by you. If your Subscription is yearly, your Subscription will be valid for a period of one year and will automatically renew until cancelled by you. To find your recurring charge and the length of your renewal term, please login to your account or contact us directly.

Except as otherwise provided in your specific Order, we shall have the right to adjust our Service Fees, including Subscription fees, in accordance with our then-current pricing (each, a “Service Fee Adjustment”). We may implement any such Service Fee Adjustment by providing written notice to you at least thirty (30) days prior to the Service Fee Adjustment taking effect.

In addition to any other rights available to it at law or equity, we reserve the right to terminate or suspend your access to the Service, if your account for Paid Services becomes delinquent. Delinquent amounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including our attorneys’ fees, regardless of whether or not suit is brought. Any checks returned for insufficient funds are subject to a return charge to be assessed in accordance with our then-current payment terms, in which case your account will immediately be considered to be in default until full payment is received. You will continue to be charged for amounts owed hereunder during any period of payment delinquency.

10. Background Checks

Our Services may include the verification of identification, employment, and education, a criminal background check, and other verification and diligence services with respect to certain vendor services (collectively, “Background Checks”).

All Background Checks require payment of a separate fee, and are subject to the consent of the individual on whom the check is being performed. Each Background Check may be regulated by the Fair Credit Reporting Act (“FCRA”), and the background reports resulting from these services are considered “consumer reports” under FCRA. The results of any Background Check may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers’ compensation, driving, employment, military, civil, and educational data and reports. You are responsible for making sure that the email address you provide to ClearBox is correct, knowing that Background Check results and other sensitive information will be sent to it.

If you authorize a Background Check in response to a request by a user that is considering hiring or engaging you as a vendor, we will provide both you and the prospective customer who ordered the Background Check with the ability to retrieve the report from the consumer reporting agency that performed the Background Check.

THE RESULTS OF ANY BACKGROUND CHECK ORDERED PURSUANT TO YOUR WRITTEN AUTHORIZATION WILL BE SHARED DIRECTLY WITH REQUESTING PROSPECTIVE CUSTOMER REGARDLESS OF ITS CONTENTS.

If you are a vendor seeking to be hired or engaged through the Services and you have ordered a Background Check from a third-party consumer reporting agency through the Services, we may indicate in your profile that you have completed that check. However, we will not share the results with any other site visitor or user (including prospective customers) without your specific authorization.

Please BE CAREFUL when ordering your Background Check and ensure all the information you enter is accurate. It is your responsibility to enter correct information. If you have a common name it is not unusual for your background check to show information that belongs to another individual with the same or similar name. If you are anyone other than the named individual on the background check order, you may be violating FCRA. Background Checks are not subject to a refund, even when generated based on incorrect information.

The use of any Background Check reports obtained through the Services is governed by the FCRA and certain state and local laws. If you order or request access to a background check on a prospective vendor, you are considered an end user of the Background Check report, and you hereby certify and agree that you will comply with the FCRA and any applicable state laws and other legal obligations. If there is negative data in a check you receive, and you choose to take “adverse action” (i.e., if you choose to pass on that vendor engagement) on the basis of this negative data, you hereby agree to take certain procedural steps as required under the FCRA and other applicable laws. These include notifying the individual who is the subject of the report of your decision to take adverse action based on information contained in the report and the subject’s right to contest the accuracy or completeness of the report.

By registering for and using the Services as a vendor seeking customer engagements, and subject to your authorization, you acknowledge and agree that ClearBox may review and use any Background Checks you have ordered or authorized about yourself for the purpose of protecting the safety and integrity of our Services and its users. ClearBox reserves the right to terminate your access to the Services based on the information contained in such report, even if such information was subsequently dismissed. If ClearBox terminates your access to the Services on the basis of information in a Background Check, we will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it.

BY AGREEING TO THESE TERMS AND USING OUR SITE, AND, IF APPLICABLE TO YOU AS A VENDOR SEEKING ENGAGEMENT, SUBJECT TO YOUR ADDITIONAL AUTHORIZATION, YOU AGREE TO ALLOW CLEARBOX TO PERFORM THESE INTERNAL BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE INTERNAL BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE THE SERVICES.

YOU HEREBY REPRESENT, UNDERSTAND AND EXPRESSLY AGREE THAT CLEARBOX DOES NOT HAVE CONTROL OVER OR ASSUME ANY RESPONSIBILITY FOR THE QUALITY, ACCURACY, OR RELIABILITY OF THE INFORMATION INCLUDED IN THESE BACKGROUND CHECKS. FURTHERMORE, ANY INACCURACIES IN THE REPORT MUST BE ADDRESSED WITH THE CONSUMER REPORTING AGENCY THAT ISSUED IT AND NOT CLEARBOX.

SPECIAL NOTICE FOR MASSACHUSETTS AND NEW HAMPSHIRE: CRIMINAL COUNTY SEARCHES CONDUCTED IN MASSACHUSETTS AND NEW HAMPSHIRE AS PART OF ANY BACKGROUND CHECKS (FOR INDIVIDUALS WHO ARE BELIEVED TO HAVE LIVED IN ONE OR BOTH OF THESE STATES DURING THE SEVEN YEARS PRECEDING THE BACKGROUND CHECK REQUEST) SEARCH ONLY THE SUPERIOR COURT AND A SINGLE DISTRICT COURT IN THE COUNTY SEAT OR ITS EQUIVALENT FOR EACH COUNTY LISTED BELOW. CRIMINAL RECORDS (INCLUDING MISDEMEANORS AND FELONIES) FROM OTHER COURTS IN THESE STATES WILL NOT BE SEARCHED.

This is an illustrative, non-comprehensive, list of certain state and county limitations of the Background Checks offered through the Services; additional limitations may apply in certain jurisdictions, including on the federal level. For example, for many states only certain registered sex offender information is reported, and for many states, only a subset of felony convictions are reported (and not any misdemeanors, charges or arrest records).

In addition to legal and reporting system limitations of Background Checks, each Background Check is performed with the authorization of the person being checked, using information he or she provides, such as home address, social security number, date of birth, and name. If a candidate provides incorrect information, the check might be run with inaccurate identifying data, which can impact the validity of the criminal check. Finally, criminal records are not always reported accurately or promptly, and human and electronic error can result in inaccurate or incomplete reporting. Consequently, even the most comprehensive Background Check offered may not disclose the existence of all criminal records in all jurisdictions.

If you decide to access, use, or share information provided by a Background Check, you agree to do so in accordance with applicable law. You also agree to release, indemnify and hold harmless ClearBox and its affiliates, officers, directors, managers, shareholders, members, employees, and agents from any loss, liability, injury, death, damage, or costs that may result from your use of, reliance on, or sharing of the information contained in a Background Check regardless of the cause, including, without limitation, due to the inaccuracy or incompleteness of any such information.

You expressly acknowledge that ClearBox has no obligation to perform Background Checks on any users. To the extent ClearBox performs such checks on certain users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Services.

11. Subscription Cancellation and Refund Policy

Except as otherwise provided in your Order, you can cancel any Subscription at any time through your online account at https://clearbox.com or through our customer service line. We reserve the right to terminate any Subscription you purchased from us at our discretion at any time, in accordance with these Terms.

If you cancel before the prepaid monthly or other Subscription period, you will not be able to receive a refund for the unused portion of any month or other applicable Subscription period.

Upon termination or expiration of your Subscription, your right to access and use the Services covered under such Subscription will automatically and immediately cease. We will be entitled to any compensation or other amounts earned with respect to the Services, as well as any interest, late charges, or other amounts owed, through the effective date of termination or expiration. Neither party shall be liable to the other for damages of any kind, including incidental or consequential damages, on account of the rightful termination or natural expiration of any Services plan. Upon termination or expiration of any Subscription for any reason, any fees or other charges paid by you in advance for the unused portion of the Subscription are deemed fully-earned and non-refundable, and will not be returned.

12. Links

The Services may contain links to other websites, or allow others to send you such links. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.

13. Access Outside of the United States

The Services are intended for use within the United States and we make no claims that the Services are appropriate to be downloaded and/or used outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

14. Export Controls

You may not use the Services in or for the benefit of, export, or re-export (a) to any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists.

15. Termination

We reserve the right not to provide the Services to any user. We also reserve the right to terminate any user’s right to access the Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Services automatically terminates.

16. Disclaimer and Limitations on Our Liability

YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLEARBOX AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). CLEARBOX DOES NOT GUARANTEE THAT (A) THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR FREE FROM ERRORS, OR (B) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS.

IN PARTICULAR, CLEARBOX AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF PROPERTY DATA, COMPILED PROPERTY DATA, OR OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR RESOURCES LINKED TO THE SERVICES. CLEARBOX AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) YOUR FAILURE TO OBTAIN CONSENTS, AGREEMENTS, OR PERMISSIONS REQUIRED TO UPLOAD OR PROVIDED PROPERTY DATA TO THE SERVICES; (B) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, PROPERTY DATA, OR COMPILED PROPERTY DATA; (C) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS OR USE OF THE SERVICES; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (E) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (F) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; OR (G) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY FUNCTIONALITY OR CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.

CLEARBOX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICES, PROPERTY DATA, OR COMPILED PROPERTY DATA, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. CLEARBOX MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES, PROPERTY DATA, OR COMPILED PROPERTY DATA IN ANY GEOGRAPHIC AREA.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. YOU ACKNOWLEDGE THAT CLEARBOX DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET, AND THAT THE SERVICES WILL BE SUBJECT TO LIMITATIONS INHERENT IN THE USE OF THE INTERNET. CLEARBOX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM LIMITATIONS INHERENT IN THE USE OF THE INTERNET.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLEARBOX OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CLEARBOX NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent ClearBox may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of ClearBox’s liability will be the minimum permitted under such law.

17. Indemnification

You agree to indemnify, defend, and hold ClearBox, its Affiliates, and their respective officers, directors, employees, agents, and personnel harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) the failure to obtain the consent or permission of the property owner or any other person to post or transmit any Property Data or other data or information on the Services; (b) any Property Data or other information that you or anyone using your account submit, post, or transmit on or through the Services; (c) the use of the Services by you, anyone accessing or using your account; (d) the violation of these Terms by you or anyone accessing or using your account; or (e) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account. ClearBox reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with ClearBox in such defense.

18. Dispute Resolution & Arbitration

(a) Applicable Law

You and ClearBox agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of the Terms or your use of, or access to, the Services will be resolved in accordance with the provisions set forth in this Section 18. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND CLEARBOX HAVE AGAINST EACH OTHER ARE RESOLVED.

ClearBox and you agree that the Terms are governed by the Federal Arbitration Act (“FAA”) and applicable federal law, including, but not limited to, determinations of arbitrability. Without limiting the general applicability of federal law to the Terms and only to the extent state law may apply to the Terms, ClearBox and you agree the laws of the state of Florida, without regard to principles of conflict of laws, will govern these Terms. Foreign laws do not apply.

Legal notices shall be served on ClearBox’s registered agent in the State of Florida (in the case of ClearBox) or your email address on file with us (in your case). Notice by us to you shall be deemed given within twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to any physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.

You and ClearBox each agree that any and all disputes or claims that have arisen or may arise between you and ClearBox relating in any way to or arising out of the Terms or your use of or access to the Services, shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The FAA governs the interpretation and enforcement of the agreement to arbitrate set forth in this Section 18 (“Agreement to Arbitrate”).

In order to ensure the availability of witnesses, unless otherwise prohibited by law, arbitration will be held in Sarasota, Florida. Subject to this Section 18 and to the extent permissible under the Terms, any court proceedings must be initiated in the United States District Court for the Middle District of Florida or the applicable state court located in Sarasota County, Florida.

(b) Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND CLEARBOX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND CLEARBOX AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CLEARBOX USERS.

Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not award “public injunctive relief” under California law. Rather, public injunctive relief may be awarded only by a federal or state court. If either party seeks public injunctive relief, all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for public injunctive relief in federal or state court shall be stayed until the arbitration is completed.

(c) Waiver of Jury Trial

IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATE DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

(d) Arbitration Procedures

Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should also apply the Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to the interpretation and enforceability of the Class Action Waiver will be resolved by a court of competent jurisdiction.

1. Informal Dispute Resolution

You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone conversation between you personally and us. To initiate this good faith effort to informally resolve a dispute, you agree to notify us in writing at ClearBox, LLC, 136 4th St N, St Petersburg, FL 33701 of the nature of this dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain sufficient understanding of the dispute. During the 60 days from receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call with us. Compliance with and completion of this informal dispute resolution process is a condition precedent to filing an arbitration.

2. Arbitration with AAA

If we are unable to resolve the dispute through the mandatory informal dispute resolution process described herein, and except as set forth below, you and we agree that we will resolve any controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a “Claim”) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”)(as applicable), as modified by this Agreement to Arbitrate. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

3. Arbitration Initiation

If you or ClearBox are unable to resolve any Claims informally, you or ClearBox may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must send a copy of the completed form to the opposing party. You may send a copy to ClearBox at the following address: 136 4th St N, St Petersburg, FL 33701.

4. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise stated in this Agreement to Arbitrate. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive.

(e) Availability of Other Forms of Relief

This Agreement to Arbitrate does not preclude either party from seeking action by federal, state, or local government agencies. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions and any such request shall not be deemed incompatible with this Agreement to Arbitrate, nor a waiver of the right to have disputes submitted to arbitration. Finally, nothing in this Agreement to Arbitrate will prevent or restrict us from commencing an action in any court of competent jurisdiction for collection of Fees or other amounts owed to us hereunder.

(f) Severability

With the exception of any of the provisions in the Class Action Waiver, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this section shall continue in full force and effect. No waiver of any provision of this Agreement to Arbitrate will be effective or enforceable unless recorded in writing and signed by the party waiving such a right or requirement. This Agreement to Arbitrate will survive the termination of your relationship with us.

(g) Mass Arbitration Process Requirements

If twenty-five (25) or more similar claims are asserted against us by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your dispute might be delayed. You also agree to the following process: Counsel for the claimants and our counsel shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration, nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process.

If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge. If the parties are unable to resolve the remaining matters through mediation, then each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. This staged process shall continue with one hundred (100) cases proceeding at a time, until all claims are adjudicated or otherwise resolved.

(h) Opt-Out Procedure

If you are a new user of our Services, you can choose to reject this Agreement to Arbitrate by notifying us in writing that you opt out (“Opt-Out Notice”). Your Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept the Terms for the first time. You must mail your Opt-Out Notice to: ClearBox, LLC, 136 4th St N, St Petersburg, FL 33701.

Your Opt-Out Notice should state that you opt out of this Agreement to Arbitrate and provide your name, address (including street number and address, city, state, and zip code), phone number, and the email address(es) used to login to your account(s) to which the opt-out applies. You must sign and date the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

(i) Future Amendments to Agreement to Arbitrate

Notwithstanding any provision in the Terms to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and ClearBox prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate by posting the amended terms on our Services at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

19. California Users and Residents

Any and all comments, questions or concerns about the Services can be addressed and sent to us via certified mail to: 136 4th St N, St Petersburg, FL 33701. California users may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Sacramento, CA 95834 or by phone at (800) 952-5210.

20. Application License

If you are using an iOS or Google Android version of one of our mobile applications (“App”), this section also applies to you. Apple and Google are not parties to these Terms. They:

• do not own and are not responsible for the App;
• do not provide any warranty for the App; and
• are not responsible for maintenance or other support services for the App and are not responsible for any claims, losses, liabilities, damages, costs, or expenses with respect to the App, including, without limitation, any third-party claims (including intellectual property claims), product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirements, claims arising under consumer protection, privacy or similar legislation, or claims relating to intellectual property infringement.

We grant you a nonexclusive, non-transferable, limited, and revocable-at-any-time license to access and use the App in accordance with the Apple Media Terms of Service, Google Play Terms of Service, and other applicable terms—as updated from time to time. Apple, Google, and their subsidiaries are third party beneficiaries of these Terms. ClearBox may enter into, rescind, or terminate these Terms, vary them, waive them, or settle under these Terms without the consent of any third party. You are responsible for complying with applicable third-party agreements. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

21. Copyright Infringement Notices and DMCA Notices

If you believe in good faith that materials hosted by us on our website or on the Services infringe your copyright, you or your agent may send us a written notice that includes:

• Clear identification of the copyrighted work you claim was infringed;
• Clear identification of the material you claim is infringing on the Sites, such as a link to the infringing material;
• Your address, email address, and telephone number;
• A statement that you have a good faith belief that the material is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and
• Your signature.

Send notices to:

ClearBox, LLC
Attn: Managers
136 4th St N
St Petersburg, FL 33701
Phone: 941.993.9738
Email: privacy@clearbox.com

22. Other Provisions

(a) When you use the Services, you consent to communicating with us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You understand if you do not provide us with and maintain in your account profile, your current and active email address, we may not be able to contact you.

(b) Under no circumstances will ClearBox be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

(c) These Terms will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any conflict of laws rules or provisions.

(d) You agree that any action of whatever nature arising from or relating to these Terms or the Services will be filed only in the United States District Court for the Middle District of Florida or the state courts located in Sarasota County, Florida. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

(e) If there is a conflict between an oral or written representation made by ClearBox or any ClearBox employee or agent and these Terms, these Terms will prevail. If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.

(f) The failure of ClearBox to enforce any right or provision of these Terms will not prevent ClearBox from enforcing such right or provision in the future.

(g) Headings in the Terms are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms.

(h) We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets, or by operation of law. These Terms and the rights and obligations hereunder, may not be transferred, delegated or assigned by you without the prior written consent of ClearBox.

(i) The language in these Terms shall be construed as to its fair meaning and not strictly for or against either party. The headings in these Terms are meant for convenience only, and shall not be deemed to affect the meaning or construction of any of the Terms.

(j) No provision of these Terms shall be interpreted to conflict with the intent of the parties that their legal status with respect to these Terms and the Services being provided hereunder shall at all times be that of independent contractors, and not as employees, partners, or joint venturers.

23. Changes to These Terms

We may change these Terms from time to time. If we change these Terms, we will inform you by posting the revised Terms on the Services. Those changes will go into effect on the “Revised” date shown in the revised Terms. By continuing to access or use the Services, you agree to the revised Terms. To the extent that any such modification or update to these Terms is ineffective or invalid for any reason, then the prior version of the Terms will remain valid and in effect.