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This Contiguity Services Agreement (“CSA”) includes this introduction, General Terms, Service Terms, all Product Agreements, and any other incorporated documents and terms (collectively, the “Agreement”) and forms a legal agreement between Contiguity LLC. (“Contiguity”, “we”, “us”, or “our”) and you or the entity you represent (“you” and “your”). This Agreement governs your use of all Contiguity services.
This Agreement is effective upon the date you first access or use any Contiguity service (“Effective Date”) and continues until you or Contiguity terminates it (this period, the “Term”).
As referenced in Section 12 of the General Terms, any dispute between you and Contiguity is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.
Last modified: October 16th, 2024
You and Contiguity agree as follows:
In order to register for a Contiguity Account and use our Services, you must:
(a) Be 18 years old or older OR;
(b) Be 13 years old or older, and your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to Contiguity and is legally bound to this Agreement as if it had agreed to this Agreement itself.
(c) You must not use the Services if you are under 13 years of age.
Contiguity uses registration information you provide, such as: your name, email, phone number, government-issued identity documents, pictures of you (“selfies”), and billing details to complete fraud assessments and determine whether Contiguity will provide Services to you. You must provide accurate and complete registration information any time you register to use Contiguity. Providing false, inaccurate, or incomplete information to Contiguity, with or without intent to abuse our Services or to defraud Contiguity, gives Contiguity the right to suspend/terminate your Contiguity Account without warning, or refund (if applicable).
Upon Contiguity’s request, you must provide User Information to Contiguity in a form satisfactory to Contiguity. You must keep the User Information in your Contiguity Account current. You must promptly update your Contiguity Account with any changes affecting you, your Representative, or any other pertinent information. You must immediately notify Contiguity, and provide to Contiguity updated User Information, if (a) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (b) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (c) a Governmental Authority has notified you that you or your business is the subject of investigative action.
You authorize Contiguity to obtain information about you and your business from Contiguity’s partners, government entities, and other third parties. You also authorize and direct these third parties to gather and provide this information to Contiguity. This may include your, or your Representative’s, name, address, regulatory status, and other relevant business information.
You are responsible for the security of your Contiguity Account. As of last modification of these Terms, Contiguity only supports authentication using GitHub and Google Accounts. It is your responsibility to secure your external Account(s) that Contiguity uses to authenticate you.
Contiguity (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to the Contiguity Dashboard.
The Product Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Product Terms. If there are no Product Terms for a particular Contiguity service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Product Terms. If any term in these General Terms conflicts with a term in any Product Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Product Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the Contiguity Dashboard.
Contiguity may modify the Services and Contiguity Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Contiguity will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Contiguity Technology that you are using. Contiguity is not obligated to provide any Updates.
Contiguity may subcontract its obligations under this Agreement to third parties.
You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:
(a) resell access to our Service or to offer it under a different brand (“white label”), unless expressly permitted by a separate agreement with Contiguity. API keys associated with your Contiguity Account cannot be sold or shared with others outside of the designated user or organization.
(b) act as service bureau or pass-through agent for the Services with no added value to Customers;
(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Contiguity systems, programs, data, or services;
(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or Contiguity Technology;
(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;
(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Contiguity users’ use of Contiguity services;
(g) exceed any Services usage limitations stated in the Documentation or elsewhere; or
(h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Contiguity Website except as permitted by Law.
(a) Classification. Contiguity may classify certain Contiguity services or Contiguity Technology, including a particular release or feature, as Beta. A Contiguity service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances.
(b) Nature of Beta Services. By their nature, Beta Services may be feature-incomplete or contain bugs. Contiguity may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services.
(c) Feedback. Unless Contiguity otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Contiguity requests.
(d) Availability During Beta Period. Contiguity may suspend or terminate your access to any Beta Services at any time.
Contiguity will provide you with support to resolve general issues relating to your Contiguity Account and your use of the Services through resources and documentation that Contiguity makes available on the Contiguity Website and in the Documentation. Contiguity support is also available by contacting Contiguity via email or Discord. Contiguity is not responsible for providing support to Customers, unless a separate Support Agreement is in place.
Contiguity may reference, enable you to access, or promote (including on the Contiguity Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Contiguity does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Contiguity disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Contiguity’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Contiguity Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).
If you have any questions about these General Terms, or any other Agreements, please contact us at help@contiguity.support.
The fees for using Contiguity’s products and services are detailed on the Contiguity Pricing Page, unless otherwise agreed in writing between you and Contiguity. Contiguity reserves the right to revise these fees at any time at its sole discretion. In the event of any fee changes for a product or service you are currently subscribed to, Contiguity will provide notice at least 30 days prior to the new fees coming into effect. Your continued use of the product or service after the effective date of the fee change will constitute your acceptance of the revised fees.
You are responsible for ensuring that all fees and other amounts owed under this Agreement are paid in full and on time. Contiguity may collect fees via the payment method associated with your account, including credit cards, bank transfers, or other payment options you provided during your subscription setup via Stripe. If there is an insufficient balance or payment failure, Contiguity may deduct or set off the amounts owed from any available funds, such as account credits, or take steps to collect these amounts, including issuing invoices directly to you.
For products or services billed on a subscription basis, payment will be automatically charged on a recurring and periodic basis according to the applicable billing cycle (typically monthly or annually). Subscription renewals will continue under the same terms unless canceled by you via your account portal or by contacting our support team. If subscription fees remain unpaid, Contiguity will suspend or terminate your access to the subscribed product or service.
Refunds for Contiguity’s products and services are generally not provided, except in special circumstances. Contiguity may consider refund requests on a case-by-case basis at its sole discretion. Refund resolutions may include account credits, skipping a billing cycle, or other solutions, depending on the circumstances. Refunds are typically not available if you cancel your subscription before the end of the billing cycle.
(a) Your Termination. You may terminate this Agreement at any time by closing your Contiguity Account. To do so, you must contact Contiguity, and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.
(b) Contiguity Termination. Contiguity may terminate this Agreement (or any part thereof) or close your Contiguity Account at any time, for any reason, or no reason at all. This includes, but is not limited to, any events described in Sections 5.2(a)–(i) of these General Terms, violations of any Product Terms, or breaches of any policy listed in any section. Contiguity will notify you of such termination. Additionally, if Contiguity suspends Services (as outlined in Section 5.2 of these General Terms) and does not reinstate the suspended Services within 30 days, it may terminate this Agreement (or the relevant part) for cause.
(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.
(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.
Contiguity may immediately suspend providing any or all Services to you, and your access to the Contiguity Technology, if:
(a) Contiguity believes it will violate any Law, Product Terms or Governmental Authority requirement;
(b) a Governmental Authority or a Communications / Identity Partner requires or directs Contiguity to do so;
(c) you do not update in a timely manner your implementation of the Services or Contiguity Technology to the latest production version Contiguity recommends or requires;
(d) you do not respond in a timely manner to Contiguity’s request for User Information or do not provide Contiguity adequate time to verify and process updated User Information;
(e) you breach this Agreement or any other agreement between the parties;
(f) you enter an Insolvency Proceeding;
(g) Contiguity believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Contiguity; or
(h) Contiguity believes that your use of the Services (i) is or may be harmful to Contiguity or any third party; (ii) presents an unacceptable level of risk; (iii) increases, or may increase, the rate of fraud that Contiguity observes; (iv) degrades, or may degrade, the security, stability or reliability of the Contiguity services, Contiguity Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.
The following will survive termination of this Agreement:
(a) provisions that by their nature are intended to survive termination (including Sections 4, 4.2, 8.3, 10, 11 and 12 of these General Terms); and
(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.
Subject to the terms of this Agreement, Contiguity grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Contiguity Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your purposes; and (c) in compliance with this Agreement and the Documentation.
During the Term, you and your Affiliates may provide Feedback to a Contiguity Entity. You grant, on behalf of yourself and your Affiliates, to Contiguity and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Contiguity services. All Feedback is Contiguity’s confidential information.
Subject to the terms of this Agreement, each party grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Contiguity as your service provider. Accordingly, Contiguity and its Affiliates may use those Marks:
(a) on Contiguity webpages and apps that identify Contiguity’s customers;
(b) in Contiguity’s sales/marketing materials and communications; and
(c) in connection with promotional activities to which the parties agree in writing.
When using Marks of a Contiguity Entity, you must comply with the Contiguity Marks Usage Terms and all additional usage terms and guidelines that Contiguity provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.
Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.
Each party will make available a Privacy Policy that complies with Law. Contiguity’s Privacy Policy explains how and for what purposes Contiguity collects, uses, retains, discloses and safeguards the Personal Data you provide to Contiguity.
When you provide Personal Data to Contiguity, or authorize Contiguity to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your Customers) sufficient to enable Contiguity to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Contiguity’s Privacy Policy describe. You will determine the content of the notices you provide to your Customers.
Contiguity will Process Personal Data for the purposes described in Section 2 of the Data Processing Agreement. You are responsible for being aware of, and complying with, Law governing your use, storage and disclosure of Personal Data.
The Data Processing Agreement, including the Data Transfers Addendum, that applies to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the Data Processing Agreement.
You may use the Contiguity Data only as this Agreement and other applicable agreements between a Contiguity Entity and you (or your Affiliates, if applicable) permit.
Contiguity is not obligated to retain data after the Term, except as (a) required by Law; (b) required for Contiguity to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.
If Contiguity provides you with information regarding the possibility or likelihood that a Customer may be fraudulent or that an individual cannot be verified, Contiguity may incorporate your subsequent actions and inactions into Contiguity’s fraud and verification model, for the purpose of identifying future potential fraud.
Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.
You must prevent any credential compromise, and otherwise ensure that your Contiguity Account is not used or modified by anyone other than you and your representatives. If a credential compromise occurs, you must promptly notify and cooperate with Contiguity, including by providing information that Contiguity requests. Any act or failure to act by Contiguity will not diminish your responsibility for credential compromises.
You must notify Contiguity immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.
If Contiguity believes that a compromise of data has occurred on your systems, website, or app, Contiguity may require you to permit a Contiguity approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Contiguity may share with our Partners any report the auditor issues.
You represent and warrant as of the Effective Date and at all times during the Term that:
(a) You have the right, power, and ability to enter into and perform under this Agreement;
(b) You are a business (which may include a sole proprietor) or a non-profit organization, or an individual eligible to apply for a Contiguity account and use the Services;
(c) You possess and comply with all necessary rights, consents, licenses, and approvals for operating your business and accessing and using the Services in accordance with this Agreement and applicable laws;
(d) Your employees, contractors, and agents act in accordance with this Agreement;
(e) Your use of the Services does not violate or infringe upon any third-party rights, including intellectual property rights, and you have obtained all necessary rights and permissions to use any content in connection with the Services;
(f) You comply with all applicable laws concerning your business and your use of the Services;
(g) You adhere to the Documentation;
(h) You comply with any applicable Product Terms or other Agreements and do not engage in any activity that may be deemed damaging to any of our partners’ brand;
(i) You do not use the Services for any restricted activities, communicate with any restricted entities, or allow any individual or entity (including yourself) to benefit from such activities; and
(j) All information you provide to Contiguity, including User Information, is accurate and complete.
Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 9.1 and 14.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Product Terms.
(a) Defense and Indemnification. Contiguity will defend you against any IP Claim and indemnify you against all IP Claim Losses.
(b) Limitations. Contiguity’s obligations in this Section 10.1 do not apply if the allegations do not specify that Contiguity’s Technology, Services, or Marks are the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:
(i) your use of Contiguity’s Technology or Services in combination with software, hardware, data, or processes not provided by Contiguity;
(ii) failure to implement, maintain, and use Contiguity’s Technology or Services in accordance with the Documentation and this Agreement;
(iii) your breach of this Agreement; or
(iv) your negligence, fraud, or willful misconduct.
(c) Process. You must promptly notify Contiguity of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Contiguity of its obligations under this Section 10, except to the extent Contiguity has been prejudiced by the delay or failure. You must give Contiguity sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Contiguity will not enter into any settlement that imposes any obligation on you (other than payment of money, which Contiguity will pay) without your consent. You must reasonably assist Contiguity in defending the IP Claim.
(d) Other Contiguity Actions. Contiguity may, at its discretion and at no additional expense to you:
(i) modify the Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;
(ii) replace the affected Technology or Services with a non-infringing alternative;
(iii) obtain a license for you to continue to use the affected Technology, Services, or Marks; or
(iv) terminate your use of the affected Technology, Services, or Marks upon 30 days’ notice.
(e) Exclusive Remedy. This Section 10.1 states Contiguity’s sole liability and your sole and exclusive right and remedy for infringement by Contiguity’s Technology, Services, or Marks, including any IP Claim.
(a) Defense. You will defend the Contiguity Parties against any Claim made against any of the Contiguity Parties to the extent arising out of or relating to:
(i) your breach of any of your representations, warranties, or obligations under this Agreement;
(ii) your use of the Services, including the use of Personal Data;
(iii) an allegation that any of the Marks you license to Contiguity, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or
(iv) a User Party’s negligence, willful misconduct, or fraud.
(b) Indemnification. You will indemnify the Contiguity Parties against all Contiguity Losses arising out of or relating to Claims described in this Section 10.2.
Contiguity provides the Services and Technology “AS IS” and “AS AVAILABLE.” Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Contiguity does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, any Partners, the Technology, Data, and the Documentation. This includes, but is not limited to, the implied warranties of fitness for a particular purpose, merchantability, and non-infringement, as well as any implied warranties arising out of any course of dealing, course of performance, or usage in trade. The Contiguity Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Contiguity Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Contiguity Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to:
(a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation;
(b) unauthorized access to servers or infrastructure, or to Data or Protected Data;
(c) Service interruptions or stoppages;
(d) bugs, viruses, or other harmful code that may be transmitted to or through the Service;
(e) errors, inaccuracies, omissions, or losses in or to any Protected Data or Data;
(f) Content; or
(g) your or another party’s defamatory, offensive, fraudulent, or illegal conduct.
(a) Indirect Damages. To the maximum extent permitted by Law, the Contiguity Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort, or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Contiguity Parties have been advised of their possibility.
(b) General Damages. To the maximum extent permitted by Law, the Contiguity Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort, or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Contiguity during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.
The laws of the state of Florida will govern this Agreement, without giving effect to its conflict of law principles.
(a) All disputes, claims, and controversies, whether based on past, present, or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim, or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the appropriate court in Florida), will be determined by binding arbitration in Florida before a single arbitrator.
(b) The American Arbitration Association will administer the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees, and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees, and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.
(c) The arbitrator will apply the substantive law of the state of Florida and of the United States, excluding their conflict or choice of law rules.
(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 12 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.
(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.
(b) Subject to Section 12.3(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.
(c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the state of Florida. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Florida. The decision of the arbitrator will be final and binding on the parties and will not be subject to appeal or review.
(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing, and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Contiguity may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
In the case of a conflict between the provisions of this Section 12 and the AAA Rules, the provisions of this Section 12 will prevail.
To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated, or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
Contiguity may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms, or terms incorporated by reference on the Contiguity Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Contiguity notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Contiguity Legal Page regularly for modifications to this Agreement. Contiguity last modified these General Terms on the date listed under the “General Terms” heading, and each set of Product Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 13) otherwise allows, this Agreement may not be modified except in a writing signed by the parties
By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.
(a) Notices to Contiguity. Unless this Agreement states otherwise, for notices to Contiguity, you must contact us. A notice you send to Contiguity is deemed to be received when Contiguity receives it.
(b) Communications to You. In addition to sending you a Communication electronically as described in Section 14.1, Contiguity may send you Communications by physical mail or delivery service to the postal address listed in your Contiguity Account. A Communication sent by Contiguity is deemed received by you on the earliest of (i) when posted to the Contiguity Website or Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.
Contiguity may respond to and comply with any Legal Process that it believes to be valid. Contiguity may deliver or hold any data as required under the Legal Process. Where permitted by Law, Contiguity will notify you of the Legal Process by sending a copy to the email address in your Contiguity Account. Contiguity is not responsible for any losses, whether direct or indirect, that you may incur as a result of its response or compliance with a Legal Process in accordance with this Section 14.3.
You are liable for all costs Contiguity incurs during the collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any other related cost.
(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.
(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
(c) Except where expressly stated otherwise in a writing executed between you and Contiguity, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.
(d) All references in this Agreement to any terms, documents, or Law are to those items as they may be amended, supplemented, or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.
(e) The section headings of this Agreement are for convenience only and have no interpretive value.
(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld at the party’s sole discretion.
(g) References to “business days” means weekdays on which most businesses are generally open for business. Unless specified as business days, all references in this Agreement to days, months, or years mean calendar days, calendar months, or calendar years.
(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
To be effective, a waiver must be in writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
Contiguity and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in performance or non-performance, to the extent caused by a Force Majeure Event.
You may not assign or transfer any obligation or benefit under this Agreement without Contiguity’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void. If you wish to assign this Agreement, please contact us. Contiguity may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
You must not use or otherwise export, re-export, or transfer Contiguity Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Contiguity Technology was distributed and obtained. By using the Contiguity Technology, you represent and warrant that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Contiguity Technology for any purposes prohibited by Law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.
Each party to this Agreement is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Contiguity and you. If this Agreement expressly establishes an agency relationship between you as principal and a Contiguity Entity as agent, the agency conferred, including your rights as principal and a Contiguity Entity’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or a Contiguity Entity, and will in no event establish an agency relationship for tax purposes.
If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law or in equity. Any material breach by a party of any section of these General Terms could cause the non-breaching party irreparable harm for which it has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.
This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services and supersedes all prior and contemporaneous agreements and understandings.