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    Effective Date: July 24, 2019

    User Agreement

    This User Agreement (this “Agreement“) is a legally binding agreement between you (“you“) and Astorian, Inc., formerly known as Paragon Real Estate Technologies, Inc., (“Astorian“, “we“, “us“, or “Company“). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.astorian.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates, all services (except for Contractor Services), features, functionalities, applications and products that are accessible through the Site and all Astorian mobile applications that link to or reference this Agreement, whether provided by us or our Affiliates. ALL CAPITALIZED TERMS USED BUT NOT DEFINED IN THE TEXT OF THIS DOCUMENT SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE DEFINITIONS SECTION OF THIS AGREEMENT.

    This Agreement includes and hereby incorporates by reference the following in their then current version: Astorian Fee Schedule; Terms of Use; Privacy Policy, and the Astorian Marketplace Rules, provided that such terms and conditions may be in effect and modified by Astorian from time to time (collectively, with this Agreement, the “Terms of Service“). The Terms of Service are available at www.astorian.com/terms.

    Subject to the terms and conditions set forth herein, Astorian may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version thereof on the Site at www.astorian.com/terms and will post reasonable advance notice on the Site at www.astorian.com/terms of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Astorian, Astorian will post at least 30 days”™ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date.

    Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Terms of Service explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 17(Definitions) below.

    PLEASE READ THIS AGREEMENT AND THE OTHER TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT PROVISIONS REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THIS AGREEMENT AND THE OTHER TERMS OF SERVICE CONTAIN THE ENTIRE AGREEMENT BETWEEN YOU AND ASTORIAN WITH RESPECT TO THE SITE AND THE SITE SERVICES.

    YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE OTHER TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 20.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES. 

    IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR AGENCY, THEN YOU WARRANT AND REPRESENT TO ASTORIAN THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT AND THE OTHER TERMS OF SERVICE ON YOUR EMPLOYER”™S OR PRINCIPAL”™S BEHALF AND THAT THIS AGREEMENT AND THE OTHER TERMS OF SERVICE WILL ALSO BE BINDING UPON SUCH EMPLOYER OR PRINCIPAL. IN THAT CASE, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT EMPLOYER OR PRINCIPAL.

    BY CLICKING THE “ACCEPT” OR “AGREE” BUTTON OR BY CLICKING THE CHECKMARK THAT YOU ACCEPT OR AGREE, OR BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE OTHER TERMS OF SERVICE. 

    IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER TERMS OF SERVICE, YOU MAY NOT USE THE SITE OR ANY OF THE SITE SERVICES. 

    1. Astorian Accounts.

    1.1 Registration and Acceptance. By registering for an account to use the Site or Site Services (an “Account“), by using the Site or Site Services after you registered an Account, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

    To access and use certain portions of the Site and the Site Services, you must register for an Account. Astorian reserves the right to decline any proposed Account registration by you as a Property Manager or Contractor, for any lawful reason, including without limitation capacity, supply and demand, cost to maintain data, or other business considerations.

    If you create an Account as an employee or agent on behalf of an employer or principal, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and your employer or principal.

    1.2 Account Eligibility. Astorian offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) are self-employed or a sole proprietor or are an employee or agent of and authorized to act for an entity (whether it be a corporation, limited liability company, partnership, or other legal entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business or activity; and (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who, by law, can enter into legally binding contracts.

    1.3 Account Profile. To register for an Account to join the Site, you must provide the Account Information requested by Astorian, and you complete your User Profile. You acknowledge and agree that your User Profile may be shown to other Users and, unless you change your privacy settings for the Site and Site Services, the public. You agree to provide true, accurate, and complete Account Information and information for your User Profile and all registration and other forms that you access on the Site or in connection with Site Services or that you provide to us and to update your information as so provided to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading in any respect. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked or related Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Account Information, User Profile or Account.

    1.4 Account Types. As described in this Section, there are a number of different Account types. You agree not to have or register for more than one Account without express written permission from us. 

    1.5 Property Manager Accounts and Contractor Account. You may register for an Account (or change to an Account type) to use the Site and Site Services as a Property Manager (a “Property Manager Account“) or a Contractor (a “Contractor Account“).

    1.6 Account Permissions. You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Persons permissions under your Account, you represent and warrant that (a) such Person is authorized to act on your behalf, (b) you are (financially and otherwise) responsible for such Person”™s actions taken in accordance with those permissions, including without limitation entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any Person to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such Person violates the Terms of Service, it may adversely affect your ability to use or continue using the Site or the Site Services. You retain sole responsibility for (i) the security and use of your Account Credentials to your Account, and (ii) all access to and use of the Site and the Site Services and any your Account, directly or indirectly, by any Person with or without your knowledge or consent. You shall ensure that any Person you authorize to access your Account, the Site or the Site Services on your behalf protect the Account Credentials and not make them available to any other Person. 

    1.7 Identity and Location Verification. When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, your ability to act on behalf of your business on Astorian, and your ability to conduct or receive Contractor Services in accordance with applicable law. You authorize Astorian, directly or through third parties selected by Astorian, to make any inquiries necessary to validate your identity, your location, and other information provided as part of your Account registration, and to confirm your ownership of your email address and financial accounts, and your authority and control of your Account, username, and password, subject to applicable law. When requested, you shall timely provide us with complete information about yourself and your business. You acknowledge and agree that Astorian, at its discretion, will make such information obtained from this verification process available to other Users.

    1.8 Account Credentials. When you register for an Account, you will be asked to choose a username and password for the Account (collectively, the “Account Credentials“). You are entirely responsible for safeguarding and maintaining the confidentiality of your Account Credentials and agree not to share your Account Credentials with any person who is not authorized to use your Account. You authorize Astorian to assume (without any further inquiry or verification by Astorian) that any Person using the Site or any Site Services with your Account Credentials, either is you or is authorized to act for you and that such use was authorized by you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or of the Site or any Site Services or any unauthorized access to the password or other Account Credentials for any Account. You further agree not to use the Account or log in with the Account Credentials of another User of the Site if (a) you are not authorized to use such Account Credentials or (b) such use would violate the Terms of Service. Astorian may require additional information from you, such as responses to security questions or entering an access code, in order to grant you access to your Account and the Site Services, which additional information and or access code shall also be deemed “Account Credentials.”

    1.9 Storage and Use of Your User Content. You agree that your User Content, including without limitation any your Account Information, your Account Credentials, and any Bid Documentation or any Project Documentation submitted by you, may be uploaded and copied to and stored on Astorian Systems, including on any Cloud Servers, in connection with the operation of the Site and Astorian”™s performance of the Site Services and the performance by Astorian of its obligations under this Agreement or the other Terms of Service or the exercise of its rights under this this Agreement or the other Terms of Service. You acknowledge and agree that Astorian may, subject to the provisions of Section 1.10 below, copy and store your Site Content, or copies thereof, in backup storage systems that are part of the Astorian Systems during the term of this Agreement and for a period of up to ten (10) years following the expiration or termination of this Agreement or the other Terms of Service or such longer period as may be required by applicable law. Astorian shall have no obligation to store your User Content. Astorian may use, copy and reproduce your User Content to Process your User Content in order to provide the Site Services and to operate the Site. 

    1.10 Security. Astorian will use reasonable efforts to take reasonable precautions to protect the security of your User Content, including without limitation any your Account Information, your Account Credentials, and any Bid Documentation or any Project Documentation submitted by you to Astorian, provided that Astorian and its Affiliates and its subcontractors are not responsible for any unauthorized access to or disclosure or misuse of any of your User Content as a result of any action or inaction of any Third Person hosting provider with respect to any Cloud Servers on which any of your User Content are stored and that Astorian may disclose any of your relevant User Content (other than your Account Credentials) in connection with providing the Site Services, as further provided in Section 2hereof or if compelled by a court or law or equity. Astorian will take reasonable measures to prevent access to and use, modification or disclosure of your User Content by the employees and contractors of Astorian and its Affiliates except (a) to provide the Site Service and the technical support hereof, and to prevent or address Site Service or technical errors or problems, (b) determine whether any file containing your User Content is defective, (c) as compelled by law or a court, or (d) as otherwise expressly permitted in this Agreement or the other Terms of Service, including without limitation Section 2of this Agreement or by you in writing. You agree to maintain reasonable security measures to safeguard your Account Credentials from unauthorized access or use by any other Person, including by maintaining the confidentiality of Account Credentials and not allowing any other Person, other than Persons authorized by you, to use any of your Account Credentials (whether your behalf of otherwise). You agree to notify Astorian promptly upon becoming aware of any unauthorized disclosure, access to, or use of any of your Account Credentials. You agree to employ all reasonable physical, administrative and technical controls, screening and security procedures and other safeguards necessary to securely administer the distribution to and use by all Persons authorized by you to access and use your Account Credentials and to protect against any unauthorized access to or use of the Site Services or any Site Content made available to you, including without limitation any Bid Documentation or Project Documentation of a third Person made available to you by Astorian.

    2. Purpose of Astorian. The Site affords Users with access to a marketplace where Property Managers and Contractors can identify each other and advertise, offer, buy, and sell Contractor Services online. Subject to the Terms of Service, Astorian provides Site Services to Users, including without limitation hosting and maintaining the Site, Facilitating the submission of Projects and the submissions of Bids in response to Projects, Facilitating the Acceptance of Bids in response to Projects posted by Building Managers and the formation of Service Contracts. 

    2.1 Scope of Services; Relationship with Astorian. 

    (a) You acknowledge and agree that only Users that have a Property Manager Account in good standing may submit to Astorian proposed Projects for Contractor Services for posting on the Site. You acknowledge and agree that Astorian has complete discretion to accept or reject any submission for a proposed Project in its discretion. You acknowledge and agree that any information included in any Project, including any Project Documentation, submitted by you may be published or made available by Astorian to Contractors in Astorian”™s discretion. You acknowledge and agree that Astorian may review your Project, including any Project Documentation, prior to or after any posting of your Project and may remove your Project for any reason or no reason. 

    (b) You acknowledge and agree that if you are a Contractor, Astorian may match you with a Project submitted to Astorian for Bids for Contractor Services, provided that it shall be in the sole discretion of Astorian whether or not to make any Project available to you or you match you with an Project, such that you may submit a Bid in response to such Project, including by way of Astorian”™s proprietary algorithms. 

    (c) You acknowledge and agree that you may only submit a Bid in response to a Project for Contractor Services posted on the Site and made available you if you have a Contractor Account in good standing. You acknowledge and agree that any such Bid must comply with the requirements provided with respect to such Project, including the timely submission prior to the deadline for submission of Bids in response to the Project. You acknowledge and agree that any information included in any Bid, including any Bid Documentation, submitted by you or any other User may be published or made available by Astorian to the Property Manager that posted the Project in Astorian”™s discretion. You acknowledge and agree that Astorian may review your Bid, including all Bid Documentation, prior to or after any posting of your Bid and may remove your Bid for any reason or no reason. 

    (d) You acknowledge and agree that a Property Manager is solely responsible for and has complete discretion with regard to Acceptance of a Bid placed in response to an Project, and that Astorian shall have no responsibility or liability if a Property Manager does not Accept your Bid. You acknowledge and agree that a Property Manager may not Accept any Bid submitted in response to such Property Manager”™s Project and that a Property Manager may, subsequently, enter into a Service Contract with another User, irrespective of whether such User placed a Bid in response to the Project that is the subject of or relates to such Service Contract.

    (e) You acknowledge and agree that if you are a Contractor and you post a Bid or submit a Bid to Astorian for publication on the Site on your behalf, such Bid shall be deemed to be a contractual offer to the Property Manager in response to the Project, and such Property Manager may Accept such using the Site”™s acceptance mechanism, in which case you and such Property Manager will have formed a legally binding Service Contract with respect to such Project.

    (f) You acknowledge and agree that if you are a Property Manager and you Accept a Bid posted by a Contractor in response to your Project, using the Site”™s acceptance mechanism, in which case you and such Contractor will have formed a legally binding Service Contract with respect to such Project. 

    (g) You acknowledge and agree that such offer and acceptance can occur through Site mechanisms including, but limited to, clicking on a button labeled to that effect or providing an e-signature or as a result of further negotiations. You acknowledge and agree that you and the other User shall have complete discretion with regard to the terms that you and the other User agree under a Service Contract. 

    (h) You acknowledge and agree that payment of the applicable Commission Fee shall be due and payable to Astorian upon Acceptance of a Bid, as further provided in this Agreement and the other Terms of Service, irrespective of whether you and the other User subsequently fail to consummate the Service Contract or the Service Contract is not performed, in whole or in part, is breached by either party thereto, or is terminated early. You further acknowledge and agree that payment of the applicable Commission Fee shall be due and payable to Astorian upon any Change Order entered into by and the other User that relate to any such Service Contract.

    (i) You acknowledge and agree that you and the other User may enter into a Service Contract that was the subject of a Project or that relates to an Project, even if there was no Acceptance of a Bid through the bidding and acceptance mechanism made available through the Site. You acknowledge and agree that Astorian nevertheless facilitated and enabled the formation of such Service Contract and shall nevertheless be entitled to receive the applicable Commission Fee with respect to such Service Contract and each Change Order related thereto. 

    (j) If you enter into a Service Contract with another User, the Service Contract is a legally binding contractual relationship solely between you and the other User and not with Astorian, even if such Service Contract was facilitated or enabled by Astorian. Astorian is not and shall not be deemed a party to such Service Contract and shall have no obligations whatsoever under such Service Contract or any Change Order amendment or otherwise relating to such Service Contract, whether to you or to any other User or any other person that is a party to such Service Contract or any Change Order.

    (k) You agree to observe and comply with the Astorian Marketplace Rules. 

    2.2 Taxes and Benefits. You acknowledge and agree that if you are a Contractor, you are solely responsible (i) for all tax liability associated with payments received from Property Managers, and that Astorian will not withhold any taxes from payments to Contractor; (ii) for obtaining any liability, health, workers”™ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from Astorian; (iii) for determining whether you are required by applicable law to issue any particular invoices, including in particular for payments for any Contractor and for issuing any invoices so required; (iv) for determining whether you are required by applicable law to remit to the appropriate government authorities any sales tax, value added tax or any other taxes or similar charges, including in particular as applicable to any payments for any Contractor Services and remitting any such taxes or charges to the appropriate government authorities, as appropriate. In the event of an audit of Astorian by the Internal Revenue Service, any State department of revenue, and any other government authority, you agree to promptly cooperate with Astorian and provide copies of your tax returns and other records and documents as may be reasonably requested for purposes of such audit, including but not limited to records showing you are engaged in an independent business as represented to Astorian.

    2.3 Marketplace Feedback and User Content. You hereby acknowledge and agree that Astorian may publish, and that Users may publish and request Astorian to publish on their behalf, information on the Site about you and your business, such as feedback, composite feedback, information obtained from third Persons (such as, for example, the Better Business Buereau), geographical location, or verification of identity or credentials or other User Content. You acknowledge and agree that any such information is based solely on unverified data that Users voluntarily submit to Astorian or that Astorian receives from other third Persons and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Astorian. You acknowledge and agree that Astorian provides such information solely for the convenience of Users. 

    You acknowledge and agree that such feedback and other information from Users or other third parties about you and other Users benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Astorian post composite or compiled feedback about Users, including yourself, on User Profiles, and elsewhere on the Site. You acknowledge and agree that feedback results for you, wherever referenced, and other User Content highlighted by Astorian on the Site or otherwise (“Composite Information“), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users as well as ratings and information from other third parties, such as, for example, Better Business Bureaus and any government authority. You further acknowledge and agree that Astorian will make Composite Information available to other Users, including without limitation composite or compiled feedback. Astorian allows for the collection and publication of Composite Information as a means through which Users can share their opinions of other Users publicly, and Astorian does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the User Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

    Astorian shall have no responsibility to verify any such Composite Information or other feedback or other information published about you or any other User. Astorian does not generally investigate any information or comments posted by Users, including without limitation any Composite Information or other feedback or information, or any information obtained from third parties, such as, for example, Better Business Bureaus or government authorities, for accuracy or reliability and does not guarantee that any such content or information is accurate. You are solely responsible for any comments or information that you post or submit, including the accuracy of such comments or information, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your comments or information if such comments or information are legally actionable or defamatory. Astorian shall not be legally responsible or liable for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Astorian reserves the right (but is under no obligation) to remove posted feedback or information that, in Astorian”™s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Astorian. You acknowledge and agree that you will notify Astorian of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Astorian may rely on such information as accurate.

    3. Relationship with Users.

    3.1 No Liability by Astorian. You acknowledge, agree, and understand that Astorian is not a party to any Service Contracts, that the formation of a Service Contract between Users shall not, under any circumstance, impose any obligations on Astorian or create an employment or other service relationship between Astorian and any User or a partnership or joint venture between Astorian and any User.With respect to any Service Contract, Property Managers and Contractors may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Astorian”™s rights and obligations under the Terms of Service, including this Agreement.

    3.2 Disputes Among Users. Astorian shall not be responsible for providing any dispute resolution assistance in connection with any disputes arising between you and any other User or person, including without limitation with respect to any Service Contract or its negotiation, formation, performance or enforcement or any Bid or Bid Acceptance. If you intend to obtain an order from any arbitrator or any court that might direct or enjoin Astorian to take or refrain from taking any action, you will (a) give us at least five Business Days”™ prior notice of the hearing; and (b) ensure that any such order will include a provision that, as a precondition to obligation affecting Astorian, we will be paid in full by you for any amounts to which we would otherwise be entitled.

    3.3 No Joint Venture. You and Astorian shall act at all times as an independent contractor of the other and not as a partner, franchisor/franchisee, joint venturer or agent of the other. This Agreement and the other Terms of Service will not establish, and shall not be construed as creating or establishing, an agency, joint venture, franchiseor employer/employee relationship between you and Astorian or that of a partnership. All your agents and employees shall be deemed to be your agents and employees exclusively. All agents and employees of Astorian shall be deemed to be agents and employees of Astorian exclusively.

    3.4 Confidential Information. You may agree to any terms that you deem appropriate with respect to the confidential treatment and non-disclosure of non-public information received from another User and non-public information you disclose to any other User as part of a Service Contract or other separate confidentiality or non-disclosure agreement that you enter into with such other User. If and to the extent that you do not enter into such a separate confidentiality or non-disclosure agreement or do not provide for the confidential treatment and non-disclosure of information as part of such Service Contract, then you agree that the following provisions shall apply and govern with respect to the disclosure or use of non-public information disclosed to or received from another User (“Confidential Information“), provided that any such separate agreement shall not bind or obligate Astorian:

    (a) Disclosure of Confidential Information. In connection with a Bid or Project or a Service Contract or negotiations for a Service Contract, each of you and such other User (as the “Disclosing Party”) may disclose or make available Confidential Information to the other (as the “Receiving Party”). 

    (b) Definition of Confidential Information. Subject to the provisions of paragraph c) below,“Confidential Information”shall mean any material or information provided to, or created by, the Disclosing Party in connection with any Project submitted by the Disclosing Party or any Bid submitted by the Disclosing Party or any acceptance of any Bid submitted by the Disclosing Party or the background or suitability of the Disclosing Party to perform a Service Contract, and any and all information and materials disclosed in connection with the negotiations, formation and performance of a Service Contract, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form.

    (c) Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (1) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party; (2) was or becomes generally known by the public other than by the Receiving Party’s or any of its agents”™ noncompliance with this Section 3.5; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (4) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information by persons who did not receive any Confidential Information.

    (d) Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

    i. Not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement and the other Terms of Service or any Service Contract or any Change Order or the preparation of any Bid or Acceptance of any Bid;

    ii. Except as may be permitted by and subject to its compliance with paragraph e) below, not disclose or permit access to Confidential Information other than to its agents who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with any Service Contract or any other contract or relationship with the Disclosing Party; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this paragraph d) and (iii) are bound by written or legally enforceable confidentiality, non-disclosure and restricted use obligations that are at least as protective of the Confidential Information as the terms set forth in this paragraph (d);

    iii. Safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care.

    iv. Ensure its agents”™ compliance with, and be responsible and liable for any of its agents”™ noncompliance with, the terms of this paragraph (e).

    (e) Compelled Disclosures. If the Receiving Party or any of its agents is compelled by applicable law or any court order to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (1) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under this paragraph e) and (2) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this paragraph e), the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s outside legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. Any such Confidential Information pursuant to this paragraph (e) shall continue to be deemed Confidential Information regardless of any such disclosure pursuant to this paragraph (e) and the obligations of Receiving Party set forth in paragraph (d) shall continue to apply with respect to any such Confidential Information (except for the disclosure as contemplated in this paragraph (e).

    (f) Confidentiality Period. The obligations pursuant to this Section 3.4 will remain in effect during the term of this Agreement and for a period of five (5) years from its expiration or termination, provided that the obligations of paragraph (d) above shall continue to bind the Receiving Party for as long as such Receiving Party has access to or retains in its possession of any such Confidential Information of the Disclosing Party.

    3.5 Third-Party Beneficiaries. If you have disclosed Confidential Information to another User as contemplated in Section 3.5above, you shall be deemed a third-party beneficiary under Section 3.5above only with respect to any such Confidential Information and its disclosure to the Receiving Party and the obligations of the Receiving Party under Section 3.5above.

    4. Worker Classification. Yousolely responsible and assumes all liability, for determining whether Contractors should be engaged as independent contractors or employees of Property Manager and engaging them accordingly; Astorian will have no input into, or involvement in, worker classification as between Property Manager and Contractor and Users agree that Astorian has no involvement in and will have no liability arising from or relating to the classification of a Contractor generally or with regard to a particular Service Contract or any work or services performed, whether under a particular Service Contract or otherwise.

    5. Invoicing and Astorian Fees.

    5.1 Commission Fees for Contractors. Subject to the provisions of Section 6below, if you are a Contractor, you hereby agree to pay Astorian a fee in exchange for Astorian Facilitating your placement of a Bid that is Accepted by a Property Manager or the formation of a Service Contract (a “Commission Fee“) between you and a Property Manager. Subject to the provisions of Section 6below, if you have a Contractor Account, you hereby agree to pay Astorian a Commission Fee with respect to each such Bid that is Accepted or each such Service Contract that you enter into with a Property Manager. Each Commission Fee may be in the form of a flat fee, or as a percentage of the revenue generated by the transaction as further provided in the Astorian Fee Schedule, which is incorporated herein by reference. 

    5.2 Astorian Fee Schedule. Astorian”™s Commission Fee will be shown to Contractors at the time they are submitting a Bid on Astorian”™s website. The calculation underlying this fee is considered an Astorian trade secret and is subject to change at any time, provided that once a Contractor has been shown a Commission Fee at the time of submitting a Bid, the Commission Fee shown to them will never be increased for the given Project being bid on. Astorian reserves the right to offer a discount on the Commission Fee on any project for any reason, provided the offering of these discounts is not otherwise prohibited by law.

    5.3 Change Order Fees. Subject to the provisions of Section 6below, if you are a Contractor, Astorian reserves the right to charge you a fee for (i) each Change Order or other amendment to or modification of a Service Contract that increases the total consideration payable to you under the original Service Contract; or (ii) any price adjustments or additional consideration, as may be set forth in such Service Contract or otherwise, that increase the total consideration payable to you for your Contractor Services (each individually and collectively a “Change Order Fee“). 

    5.4 Advertising Fees. If you have a Contractor Account, you may order services from Astorian to advertise or promote your services on and off the Site through display and social media advertisements, native advertisements, email marketing, and preferential search placements (“Advertising Services“). If you have ordered Advertising Services from Astorian, you hereby agree to pay Astorian a fee for such Advertising Services (“Advertising Fees“). The amount of such Advertising Fees and the corresponding Advertising Services that Astorian will be specified before you place your order, at which point you will be able to review this information and determine if you would like to proceed.

    5.5 Astorian reserves the right to reject orders for Advertising Service for any reason, including without limitation for orders involving questionable or objectionable advertising. Astorian does not guarantee any given level of hits, views, or impressions of advertisements placed on the Site. Astorian shall have no liability for failure to execute accepted orders for Advertising Services due to legal or governmental restrictions, acts of God, accidents, fires, Internet outages, or any other cause beyond Astorian”™s control affecting production or distribution. Astorian shall have no liability for damages if, for any reason, Astorian fails to publish an advertisement or distributes or delivers a promotional e-mail. The applicable terms and conditions of this Agreement and the other Terms of Service, including without limitation the Advertising Terms and the Astorian Fee Schedule shall exclusively govern all Advertising Services. 

    5.6 Witholding and Similar Taxes. Astorian shall be entitled to deduct the amount of any withholding taxes, value-added taxes or other taxes, levies or charges with respect to such amounts, other than United States taxes, payable by you or your Affiliates, or any taxes required to be withheld by Astorian or its Affiliates, to the extent Astorian or its Affiliates pay to the appropriate governmental authority on your behalf such taxes, levies or charges. In such instances, any amounts Astorian is required to collect or withhold for the payment of any such taxes, levies or charges shall be collected and withheld in addition to all fees owed to Astorian under the Terms of Service, such that that you shall pay to Astorian such sum as will, after the deduction or withholding has been made, leave Astorian with the same amount as it would have been entitled to receive without any such requirement to make a deduction or withholding.

    5.7 Invoicing. Contractor shall use the online invoice creation tool provided by Astorian to create all invoices for all fees and charges for its Contractor Services and all Change Orders and all related expenses and submit such invoices to the Property Manager that is a party to the Service Contract or Change Order to which such Contractor Services or Change Order pertains. Contractor shall ensure that each such invoice shall provide for separate payment of the applicable Commission Fee(s) and Change Order Fee(s) payable to Astorian and provide the payment method as provided in Section 5.5 below. Contractor shall ensure that each such invoice shall instruct the Property Manager to make timely payment of such Commission Fee(s) and Change Order Fee(s) directly to Astorian.

    5.8 Payment Method. Each payment due to us under this Agreement and the Astorian Fee Schedule or any other Terms of Service shall be paid in U.S. dollars by credit card, check or wire transfer of immediately available funds to our account in accordance with instructions provided by Astorian that may be posted on the Site.

    5.9 Payment Due Date. Each Commission Fee under Section 5.1above shall be due and payable by you as may be further provided in the Astorian Fee Schedule, provided that each such Commission Fee shall be due and payable within 30 days following Acceptance of the applicable Bid or formation of the applicable Service Contract, whatever occurs first. Each Commission Fee under Section 5.2 above shall be due and payable by you as may be further provided in the Astorian Fee Schedule, provided that each such Commission Fee shall be due and payable within 30 days following agreement on the applicable Change Order. Advertising Fees shall be due and payable by you as may be further provided in the Astorian Fee Schedule, provided that such Advertising Fees shall be due and payable monthly upon receipt of an invoice or other statement from Astorian regarding the applicable Advertising Services performed by us for the prior month. Contractors that have not paid the Advertisement Fee within ten (10) days of receipt of such invoice or statement will have future scheduled advertisements canceled until full amount is received.

    5.10 Late Payments.Any payments by you that are not paid on or before the date such payments are due under this Agreement and the Astorian Fee Schedule or any other Terms of Service will bear interest at the lower of (a) one percent (1.0%) per month and (b) the maximum rate allowed by law. Interest will accrue beginning on the first day following the due date for payment and will be compounded quarterly. Payment of such interest by you shall not limit, in any way, our right to exercise any other remedies that we may have at law, in equity or under this Agreement or the other Terms of Service as a consequence of the lateness of any payment. 

    6. Non-Circumvention.

    6.1 Joint and Several Liability. You agree to promptly make payment to Astorian of any fee(s) due to Astorian pursuant to Section 5.1or Section 5.2above that are not paid when due as provided in Section 5above and the Astorian Fee Schedule with respect to any Bid that was Accepted, whether you placed such Bid or Accepted such Bid, or any Service Contract to which you are a party or, if applicable, any Change Order to which you are a party. You and the other party to a Service Contract and/or any Change Order shall each be jointly and severally liable for any unpaid fees due to Astorian pursuant to Section 5.1or Section 5.2above. 

    Without limiting the generality of the foregoing, if you are a Property Manager and (i) you Accept a Bid on the Site from a Contractor or (ii) you otherwise enter into a Service Contract for Contractor Services offered on the Site with a Contractor or (iii) you agree to any Change Order to any Service Contract, and Contractor fails to transmit to Astorian any fees due to Astorian pursuant to Section 5.1or Section 5.2above when due as provided in Section 5above and the Astorian Fee Schedule with respect to such Bid that you have Accepted or such Service Contract that you have entered into or any such Change Order that you have agreed to Bid, Service Contract or Change Order, you agree to promptly make payment to Astorian of any fees due to Astorian pursuant to Section 5.1or Section 5.2above with respect to such Bid, Service Contract or Change Order. 

    6.2 Reporting Requirements. You agree to create and maintain each Service Contract, Change Order(s) and any related agreements to which you are a party and all files, books and records relating to each such Service Contract, the services rendered, and any Work Product delivered, in whole or in part, under such Service Contract and any Change Order(s) and any related agreements, and the consideration paid or payable to or by you or received by you or owed to you or by you for those services and Work Product, the parties to such Service Contract, Change Order(s) and any related agreements, and the dates of formation and performance of and delivery of Work Product under such Service Contract, Change Order(s) and any related agreements. You agree to provide true, correct and complete copies of such Service Contract, Change Order(s) and any related agreements and such files, books, records to Astorian upon request.

    6.3 Records of Compliance. You agree to (a) create and maintain records to document satisfaction of your obligations under this Agreement and the other Terms of Service, including, without limitation, your payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Astorian upon request. Nothing in the Terms of Services, including without limitation this Section 6, requires or will be construed as requiring Astorian to supervise or monitor your compliance with this Agreement, the other Terms of Service, or a Service Contract or Change Order. 

    6.4 No Backups. Astorian shall have no obligation to back-up or store any of your Bids, Acceptances, submissions, correspondence, files or business records that you submit to the Site. You are solely responsible for creation, storage, and backup of your Bids, Acceptances, submissions, correspondence, files and business records. The Terms of Service and any registration for or subsequent use of the Site or any Site Service will not be construed as creating any responsibility on Astorian”™s part to store, backup, retain, or grant access to any information or data for any period.

    6.5 Confirmation of Compliance; Notice; Audit. Upon request by Astorian, you or your authorized representative shall certify to Astorian, in a signed writing, that you are and have been in material compliance with this Agreement. Astorian may make such a request once during each calendar year during the term of this Agreement and within six (6) months after the termination or expiration of this Agreement. Once each calendar year during the term of this Agreement and once during a period of twelve (12) months following the termination or expiration of this Agreement Astorian may, upon at least 5 calendar days prior notice and at its expense and without unreasonable disruption to your business, conduct an on-site audit, during your normal business hours, at your business location(s) or site(s), of your books, records, files, hardware, server, and software for the purpose of verifying your compliance with this Agreement and the other Terms of Service, including without limitation payment of all fees due to Astorian under the Terms of Service.

    7. Restricted Activities. 

    7.1 You shall use the Site and the Site Service strictly in compliance with the Terms of Service. You shall not offer for sale, distribute, or sell or resell, or disclose or make otherwise available or accessible, directly or indirectly, in or outside the United States of America any Site Service. 

    7.2 Except to the extent expressly permitted under the Terms of Service you shall not access or use, and shall not permit any other person access to or use of, Site Technology or download or retrieve any Site Content, including without limitation any Account information, Projects or Bids submitted by any other User. 

    7.3 Except to the extent expressly permitted under the Terms of Service, you shall not, and shall not permit any other person to, disclose, publish, distribute, or otherwise make available or accessible to any other person, rent, license, sublicense, transfer, assign, or sell, market, promote, advertise or otherwise commercially exploit, the Site or any Site Services, any Site Technology, or any Site Content, including any Account information, Projects or Bids submitted by any other User.

    7.4 You shall not, and shall not permit any other person to, modify, or create improvements, derivative works or transformative works of or based upon the Site, any Site Services, the Site Content or any Site Technology.

    7.5 You shall not, and you shall not permit any person to, bypass or breach any security or protection used for the Site or the Site Technology to prevent unauthorized access to software, algorithms, data, information or functionalities or features of the Site, the Site Services, the Site Content or any Site Technology.

    7.6 You shall not, and you shall not permit any other person to, modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site. Without limiting the generality of the foregoing, you shall not, and shall not permit any other person to, decompile any object code of, or reverse engineer, disassemble, decode, discover, reconstruct, adapt, translate or otherwise derive or gain access to any source code of any Site Technology or any software that is part of the Site or any Site Technology, the structure, sequence or organization of such source code or any algorithm, method, process, workflow or model that is part of the Site, the Site Services or any Site Technology or used in developing or performing the Site Services, in whole or in part, or attempt to do any of the foregoing.

    7.7 You shall not, and shall not permit any other person to, access or use Site, the Site Services, the Site Content or any Site Technology in order to

    (a) develop, provide or use a Competing Service,

    (b) buildanyservicethat is similartothe Site or Site Services or that usessimilarfeatures or functions, content,orgraphicsasthoseof or used by or for the Site Services or the Site, or in order to copy orimitateanyfeatureorfunctionality of the Site Service or the Site,whetherornotintendedtocompetewiththeSite Services or the Site,

    (c) build one or more databases, including any database that aggregates or contains or uses data, information or data structures of any Site Services or any Site Technology or that transforms, adapts, is derived from, based upon, or created as a result of your access to or use of the Site or any Site Content or Site Services, 

    (d) engage in systematic retrieval of any data or content from the Site, including any Projects, Bids, Account information, User Profiles, and other Site Contents, or the provision of the Site Services, to create or compile any collection, compilation, database or directory.

    (e) You shall not, and shall not permit any other person to, (i) input, upload, transmit or otherwise provide to or through the submission of any your data or through access to or use of the Site or any Site Services any Harmful Code, or post, email or otherwise transmit any Harmful Code; (ii) access, use, or copy any portion of the Site or any Site Services or any Site Content or the Site Technology through the use of robots, bots, spiders, crawlers, indexing agents, site search/retrieval application, or other manual or automatic device or process or other automated programs, means, algorithms, software, devices, or mechanisms (collectively, “Bots“), (iii) use any Bots or any similar or equivalent manual process to systematically and/or automatically retrieve, search, scrape, extract, index, “data mine,” or create abstracts of, or in any way reproduce or circumvent the navigational structure or presentation the Site or any Site Services or any Site Content or the Site Technology, (iv) create any denial of service with respect to the Site or the Site Services, (v) falsify, modify, manipulate, or obscure any the Site Content, or (vi) discover, or attempt to discover, any usage by another User of the Site or any Site Services, including any queries or reports or other results.

    7.8 You shall not, and shall not permit any other person to, remove, delete, alter or obscure any source identification, product identification, ownership identification, disclaimers, or copyright, trademark, patent or other intellectual property or proprietary rights notices or markings contained in, displayed by, or provided with the Site, any Site Service, or any Site Content.

    7.9 You shall not access or use the Site or any Site Services for purposes of competitive analysis oftheavailability,performanceorfunctionality of the Site or any Site Serviceor foranyotherbenchmarkingand shall not disclose or publicize the results of any such analysis or benchmarking.

    7.10 You shall not access or use the Site Services or any Site Content or the Site in any manner or for any purpose that violates any applicable law.

    7.11 You shall not, and shall not permit any other person to, damage, destroy, disrupt, disable, impair, interfere with or otherwise harm the Site, the Site Services or any Site Technology.

    7.12 You shall not, and shall not permit any other person to, copy or use the design, including the layout, organization, color scheme, and graphics of the Site or any Site Contents, including any report or file thereof, that are made available to you.

    7.13 You shall not, and shall not permit any other person to, access, use, give access to or use of the Site or any Site Services or any Site Content or the Site Technology in connection with any time-sharing, service bureau, software as a service, cloud service, or data processing service arrangements.

    7.14 You hereby waive any rights under Section 107 of the Copyright Act of 1976 as amended (17 U.S. Code § 107) with respect to the Site or any Site Services or any Site Content or the Site Technology. 

    7.15 Your right to access and use of the Site and the Site Services is limited to remotely submitting your Content and remotely accessing the Site and Site Services, through a web-based proprietary user interface made available by us to you. You shall have no access to or use of the underlying data or content, including the right to query or search or analyze the underlying data, or other Site Technology.

    7.16 You shall not, and you shall not permit any other person to, take any of the following actions or engage in any of the following conduct:

    (a) impersonate any other person or entity;

    (b) submit any false or misleading Bid;

    (c) submit any false or misleading Project;

    (d) violate any law, statute, rule, permit, ordinance or regulation;

    (e) post information on or interact with the Site in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;

    (f) use the Site or Site Services in any way that infringes any third party”™s rights, including but not limited to intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

    (g) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site or Site Services;

    (h) “frame” or “mirror” any part of the Site or Site Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or

    (i) rent, lease, lend, sell, redistribute, license or sublicense the Site or Site Services or access to any portion of the Site or Site Services;

    (j) link directly or indirectly to any other web sites without the express written consent of Astorian; or 

    (k) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.

    7.17 You shall not cause any third party to engage in the activities or conduct prohibited or restricted in this Section 7.

    8. Intellectual Property. 

    8.1 General. All right, title and interest in and to the Site, the Site Content (except for the Bid Documentation and Project Documentation submitted by you and your logo and trademark), and all Site Technology, and any part or element thereof, including without limitation all Intellectual Property Rights in any of the foregoing, shall be owned by Astorian and its licensors, if any, absolutely and in their entirety and shall remain with Astorian and its licensors, if any, including all applicable rights to: (i) copyrights, including all rights incident to copyright ownership, such as all rights of publication, registration, copying and rights to create derivative works; (ii) database rights; (iii) utility and design patents and patent applications; (iv) trademarks; (v) trade secrets; and (vi) all other Intellectual Property Rights. Nothing in this Agreement grants, or shall be construed as granting, any ownership rights or Intellectual Property Rights in or to the Site, the Site Content or the Site Technology, to you, whether by assignment, contract or otherwise, including without limitation to any trade secret, or to any invention, copyright, patent application or patent or database right or any other Intellectual Property Right that has been created or developed or that has issued or that may issue or may be created or developed during the term. You have no right, license or authorization with respect to any of the Site, the Site Content or the Site Technology, except as expressly set forth in this Agreement, in each case subject to the restrictions, limitations and prohibitions set forth in this Agreement and the other Terms of Service. 

    8.2 Value in Astorian IP. You acknowledge and agree that the Site, the Site Content and the Site Technology, and their respective designs, are commercially valuable assets of Astorian, the development of which required the investment of substantial time, effort and cost by Astorian. You further acknowledge and agree that Site, the Site Content and the Site Technology, are protected by the Intellectual Property Rights held by Astorian and its licensors. 

    8.3 Limited License. Subject to and conditioned on your compliance with and performance of all terms and conditions of this Agreement and the other Terms of Service, Astorian hereby grants you the personal, revocable, non-exclusive, non-transferable, non-sublicenseable, limited license to use the Site and the Site Services made available to you under this Agreement and the other Terms of Service during the term of this Agreement and only in strict compliance with, and subject to the restrictions and other limitations set forth in, this Agreement and the other Terms of Service. 

    8.4 License to Astorian. To the maximum extent permitted by applicable law, you hereby unconditionally and irrevocably grant to Astorian and its Affiliates and contractors and their respective successors and assigns, a royalty-free, fully-paid, non-exclusive, sublicensable and transferable worldwide right and license, with rights to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, practice methods, processes and procedures and otherwise use and exploit (and have others exercise such rights on behalf of Company), any information you provide as part of your Account, including your Account Information and User Profile, and of all Bid Documentation or Project Documentation submitted by you, for any purpose or use (other than credit card, bank account or other payment information) and your credit card, bank account, and other payment information for purposes of Astorian performing its obligations under this Agreement and exercising and its rights under this Agreement and enforcing this Agreement. The license granted above shall commence on creation of the Company Invention and shall continue in perpetuity and without regard to the term of this Agreement or the other Terms of Service and irrespective of the nature or cause of the termination of this Agreement or the other Terms of Service. Nothing in this Agreement or the other Terms of Service shall prevent Astorian and its Affiliates from independently developing or creating its own documents, terms, content and data even if such documents, terms, content and data contain some or all of the documents, terms, content and data as the Bid Documentation or Project Documentation submitted by you. 

    8.5 License to Other Users. You hereby grant to other Users and its Affiliates and contractors and their respective successors and assigns, a royalty-free, fully-paid, non-exclusive, sublicensable and transferable worldwide right and license to use, reproduce, modify, adapt, and create derivative and transformative works of any Project Documentation submitted by you solely for purposes of evaluation the Project placed by you and the related Project Documentation and preparing and submitting Bid(s) and related Bid Documentation that are responsive to the Project that you placed. 

    8.6 Feedback. You may provide suggestions, ideas, inventions, innovations, improvements, enhancements, feedback, or recommendations, and related information, to Astorian with respect to the Site or the Site Services or any User, in whatever form, whether or not patentable or copyrightable or made or conceived solely or jointly with others (collectively, “Feedback“). Astorian may use such Feedback for any purpose without obligation of any kind to you, and Astorian shall be entitled to the unrestricted use, practice, exploitation, and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you and you acknowledge and agree that such Feedback, and all Intellectual Property Rights with respect thereto, shall hereby become the sole property of Astorian, and you hereby transfer and assign exclusively to Astorian all right, title and interest in and to the Feedback and any and all related Intellectual Property Rights in any and all countries and jurisdictions in the world and appoint any officer of Astorian as your duly authorized agent to execute, file, prosecute and protect the same before any patent or copyright office or government or government agency. Upon request of Astorian, and without further compensation, you will execute such further assignments, documents and other instruments as may be necessary or desirable to fully, exclusively and completely assign all Feedback to Astorian worldwide and to assist Astorian in applying for, obtaining and enforcing patents, copyrights, or other Intellectual Property Rights in any jurisdiction with respect to any Feedback. You agree that the obligations and undertakings stated in this Section shall continue beyond the termination of this Agreement. You shall keep such Feedback confidential and to disclose it only to Astorian. 

    8.7 Astorian Marks. The word mark Astorian and the Astorian logo and other Astorian logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Astorian in the United States and/or other countries (collectively, the “Astorian Marks“). You acknowledge and agree that Astorian is the owner of the Astorian Marks, including all goodwill associated therewith. You agree that you will not: (1) use the Astorian Marks other than in accordance with the terms, conditions and restrictions set forth in this Agreement or the other Terms of Service or as expressly authorized by us in writing, (2) create any materials that use the Astorian Marks or any derivatives of the Astorian Marks, whether as a trademark, service mark, trade name or trade dress or otherwise, except as expressly approved by us in writing, (3) use the Astorian Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, (4) take any other action that would jeopardize or impair Astorian”™s rights as owner of the Astorian Marks or the legality and/or enforceability of the Astorian Marks, including without limitation challenging or opposing our ownership or rights in the Astorian Marks, (5) apply for trademark registration or renewal of trademark registration of any of the Astorian Marks, any derivative of the Astorian Marks, any combination of the Astorian Marks, or any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Astorian Marks, and (6) use the Astorian Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. If you create any marks, including without limitation any word marks and logos, or any materials bearing the Astorian Marks (in violation of this Agreement or otherwise), you agree that upon their creation Astorian exclusively owns all right, title and interest in and to such marks and materials, including any modifications to the Astorian Marks or derivative works based on the Astorian Marks. You hereby assign, and further agree to assign, any interest or right you may have in such marks or materials to Astorian, and to provide information and execute any documents as reasonably requested by Astorian as may be necessary or desirable to enable Astorian to formalize or evidence or confirm such assignment.

    8.8 User Trademarks & Logos. Subject to the provisions of Section 8.7above, you hereby grant to Astorian and its Affiliates and subcontracts, and their respective successors and assigns, a limited, personal, non-exclusive, royalty-free, fully-paid, non-sublicensable right and license to use and reproduce your logo and trademarks in connection with the Site, any Site Services, any other ranking or scoring of your or your Bids, and any User Content, and in any marketing, sales, financial, and promotional materials (which may include, but are not limited to, brochures, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, and any other materials relating the fact that you are a User of Astorian”™s Site or Site Services) and other communications to identify you as a User and to include and to identify any Bid or Project that you have submitted, and such materials or communications may be developed, disseminated, and used without your review. Nothing herein obligates Astorian to use your name, logo and/or trademark, in any promotional materials or communications of Astorian. 

    9. Disclaimers. YOU AGREE THAT THE SITE AND SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH ALL FAULTS. ASTORIAN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SITE, THE SITE SERVICES, THE SITE TECHNOLOGY, THIS AGREEMENT OR THE OTHER TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASTORIAN DISCLAIMS ALL EXPRESS AND IMPLIED AND STATUTORY CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND INDUSTRY CERTIFICATIONS, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. SECTION10BELOW STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST ASTORIAN WITH RESPECT TO ANY BREACH, VIOLATION, DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION WITH RESPECT TO THIS AGREEMENT OR THE OTHER TERMS OF SERVICE OR YOUR RELATIONSHIP WITH ASTORIAN OR ANY PRODUCT OR SERVICE OFFERED OR PROVIDED BY ASTORIAN OR THE SITE, THE SITE SERVICES, THE SITE TECHNOLOGY OR YOUR USE OF OR ACCESS OF ANY OF THE FOREGOING OR ANY UNAVAILABILITY OF ANY OF THE FOREGOING OR ANY DENIAL OR FAILURE TO PROVIDE ACCESS TO OR USE OF ANY 

    WITHOUT LIMITING THE FOREGOING, ASTORIAN MAKES NO WARRANTY OF ANY KIND THAT, AND DISCLAIMS ALL LIABILITY TO THE EFFECT THAT, THE SITE, THE SITE SERVICES, OR ANY ACTIVITIES OR PERFORMANCE OF ASTORIAN UNDER THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL BE ERROR”“FREE, SECURE, ACCURATE, CURRENT, OR COMPLETE, OR MEET YOUR OR ANY OTHER PERSON”™S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT, OR OPERATE WITHOUT INTERRUPTION, INCLUDING WITHOUT LIMITATION THAT USE OF THE SITE OR SITE SERVICES WILL RESULT IN ANY BUSINESS OR REVENUE OR PROFIT OR COST-SAVINGS OR THAT ANY BID PLACED BY YOU WILL BE ACCEPTED OR THAT ANY Project SUBMITTED BY YOU WILL RESULT IN SUITABLE BIDS OR THAT YOU AND ANY OTHER USER WILL ENTER INTO A SERVICE CONTRACT OR THAT ANY USER WILL PERFORM ANY SERVICE CONTRACT OR THAT ANY USER WILL NOT BREACH OR WILL NOT FAIL TO PERFORM ANY SERVICE CONTRACT, IN WHOLE OR IN PART, OR THAT ANY USER WILL NOT FAIL TO DELIVER ANY DEFICIENT OR INCOMPLETE WORK PRODUCT OR THAT ANY UDSER WILL PERFORM ANY SERVICE CONTRACT ON TIME, AND THAT ANY USER WILL MAKE PAYMENT IN FULL UNDER ANY SERVICE CONTRACT WHEN DUE. ASTORIAN ASSUMES NO RESPONSIBILITY FOR, AND SHALL HAVE NO LIABILITY WITH RESPECT TO, ANY OF THE FOREGOING. 

    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASTORIAN SHALL HAVE NO OBLIGATION TO CORRECT, AND HEREBY DISCLAIMS ALL LIABILITY WITH RESPECT TO, ANY KNOWN ERRORS OR DEFICIENCIES OR “BUGS” OF THE SITE OR THE SITE SERVICES OR ANY SITE CONTENT OR ANY THIRD-PARTY CONTENT, INCLUDING AS MAY BE DISCLOSED TO YOU. 

    ALL USER CONTENT AND OTHER THIRD-PARTY CONTENT AS USED OR CONTAINED IN THE SITE OR SITE SERVICES OR USED IN CONNECTION WITH THE SITE OR SITE SERVICES, IS USED OR PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND. ASTORIAN DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES OR LOSSES CAUSED BY ANY USER CONTENT OR ANY OTHER THIRD-PARTY CONTENT. 

    NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASTORIAN OR ITS REPRESENTATIVES SHALL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF ASTORIAN”™S OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER TERMS OF SERVICE. 

    TO THE FULLEST EXTENT PERMITTED BY LAW, ASTORIAN DISCLAIMS ALL LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY ANY THIRD PARTY.

    10. Limitation of Liability. IN NO EVENT SHALL ASTORIAN, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS HAVE ANY LIABLITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, ENHANCED, STATUTORY, INCIDENTAL, OR INDIRECT COSTS OR DAMAGES OR ANY MULTIPLES OF DIRECT DAMAGES UNDER ANY LEGAL THEORY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, OR WARRANTY, WITH RESPECT TO OBLIGATIONS UNDER THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT OR ANY OTHER TERMS OF SERVICE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, LOSS OF PRODUCTION, LOSS OF BUSINESS, LOSS OF FUTURE BUSINESS OR LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF CUSTOMERS, LOSS FROM DAMAGE OR CORRUPTION OF DATA, OR LOSS OF DATA, OR LOSS OF FUTURE REVENUES OR PROFITS.

    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CULUMATIVE LIABILITY OF ASTORIAN, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO YOU OR ANY OF YOUR AFFILIATES, INCLUDING WITHOUT LIMITATION, ANY ORGANIZATION AFFILIATED WITH YOU, AND ANY OF YOUR SUBCONTRACTORS, FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE SHALL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY ASTORIAN WITH RESPECT TO SERVICE CONTRACTS TO WHICH YOU ARE A PARTY, WHETHER AS A BUILDING OR CONTRACTOR, AND ANY CHANGE ORDERS DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. 

    THE LIMITATIONS EXCLUSIONS OF A PERSON”™S LIABILITY SET FORTH IN THIS SECTION 10 APPLY REGARDLESS OF WHETHER SUCH PERSON WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

    Each of you and Astorian acknowledges that you and Astorian relied upon the inclusion of the limitations and exclusions set forth in this Section 1o in consideration of entering into this Agreement.

    The Site Services use, and Site may contain, (i) Third Party Content, or (ii) data or other content derived or extracted from or based upon such Third-Party Content. You acknowledge and agree that Astorian does not control such Third-Party Content and shall not be not responsible or liable for the content or accuracy or completeness or comprehensiveness of such Third-Party Content or for such Third-Party Content remaining current. The accuracy and completeness of such Third-Party Content cannot be guaranteed. Third Party Content may not be timely updated or only be updated from time to time with new or revised information or data or not at all. Third Party Content may not contain all relevant information. As a result, the Site Service may use, and the Site may contain, data or information that is not up-to-date or complete and may not contain all relevant information. Astorian makes no warranties whatsoever with respect to any Third-Party Content or other data, information or content or their accuracy or completeness or comprehensiveness.

    The Site may contain and the Site Services may use assessments or rankings of Projects or Bids submitted by you or other Users and interpretations, commentaries or descriptions concerning your Projects or Bids submitted by you, including without limitation any Bid Documentation or Project Documentation, or other Content submitted by you or any Third-Party Content that are subjective and may not be complete or comprehensive. Astorian expressly disclaims and makes no representation or warranty whatsoever relating, directly or indirectly, to the interpretation, conclusions, decisions or actions by you or any other User drawn from or based upon any of the Content set forth on the Site or used by any of the Site Services, including without limitation any Project or Bid, including without limitation any Bid Documentation or Project Documentation, submitted by you or any other User or any Third Party Content contained on the Site or used by any Site Services. ASTORIAN ASSUMES NO LIABILITY, WARRANTY, OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY SUCH ANALYSIS, CONCLUSIONS, INTERPRETATION, DECISIONS OR ACTIONS by you or any other User drawn from or based upon any of the Content set forth on the Site or used by any of the Site Services, including without limitation in connection with submission of any Project or any Bid or any modification thereof or the submission of any Bid, including without limitation any Bid Documentation or Project Documentation, or the acceptance or non-acceptance of any Bid.

    The decision whether to submit a Bid to the Site in response to a Project and the terms and other content submitted as part of such Bid, including without limitation any Bid Documentation, resides solely with you and not with Astorian or its Affiliates. You shall not provide any information or other Content as part of a Bid, including without limitation any Bid Documentation, or make any modifications to any Bid, that would render your Bid and related Bid Documentation inaccurate, incomplete or misleading. Astorian expressly disclaims and makes no representation or warranty relating, directly or indirectly, to any interpretations or conclusions drawn from or based upon any of the information set forth in your Bid or the Bid of any other User and included in any Bid submitted by you or any other User, including without limitation any Bid Documentation

    The decision whether to accept or not to accept a Bid submitted by you to the Site in response to an Project, or whether to accept another User”™s Bid over a Bid submitted by you, resides solely with the User who submitted the Project and not with Astorian or its Affiliates. You acknowledge and agree that any User submitting a Project shall have no obligation to accept your Bid or to select your Bid over any other User”™s Bid or enter into a Service Contract with you, irrespective of whether or not your Bid contains more favorable terms and conditions than the other User”™s Bid that was accepted by the User who placed the Project. You acknowledge and agree that the User who placed the Project shall be free to select a Bid, in its absolute discretion. Astorian expressly disclaims and makes no representation or warranty relating, directly or indirectly, to the selection of acceptance of any Bid by a User who placed an Project, including without limitation that your Bid will be selected by such User. You acknowledge and agree that Astorian may be free to rank your Bid or display your Bid in any order on the Site in Astorian”™s discretion, regardless of its likelihood or probability or impact on the acceptance or non-acceptance of your Bid by the User who placed the Project, and that Astorian shall have no responsibility or liability for any interpretations or conclusions drawn by the User who submitted the Project from or based upon any of the information set forth in your Bid and included in any Bid submitted by you or any other User, including without limitation any Bid Documentation 

    Astorian expressly disclaims and makes no representation or warranty relating, directly or indirectly, related to, and Astorian shall have no responsibility or liability for, any failure by you to enter into any Service Contract or any Change Order with any other User or the failure by you or the other User to perform such Service Contract or any Change Order or for any Contractor Services performed by you to any other User. ASTORIAN SHALL HAVE NO LIABILTY ARISING UNDER OR RELATED TO ANY SERVICE CONTRACT OR ANY CHANGE ORDER OR ANY CONTRACTOR SERVICE OR WORK PRODUCT OFFERED OR PROVIDED BY YOU TO ANOTHER USER OR RECEIVED BY YOU FROM ANOTHER USER OR ANY FAILURE BY YOU TO PROVIDE ANY CONTRACTOR SERVICE OR WORK PRODUCT WHEN DUE OR ANY FAILURE BY ANOTHER USER TO PAY FOR ANY CONTRACTOR SERVICES, IN WHOLE OR IN PART, WHEN DUE. ASTORIAN ASSUMES NO LIABILITY, WARRANTY, OR RESPONSIBILITY WITH RESPECT TO THE USE OF ANY CONTRACTOR SERVICE OR ANY WORK PRODUCT OR ANY OTHER SERVICE OFFERED OR PROVIDED BY YOU OR ANOTHER USER.

    It is your sole responsibility to obtain any approval, permit, license or clearance that may be required from any regulatory or governmental agency, including any state or municipal agency, to submit only Project or Bid or to accept any Bid or enter into any Service Contract or perform any Contractor Services or any other product or service marketed and/or sold by you. The determination on whether any regulatory approval, permit, license or clearance is required for any of the foregoing or any other product or service marketed and/or sold by you is your sole responsibility (and not the responsibility of Astorian). 

    IN PROVIDING THE SITE SERVICES AND ALLOWING THE PLACING OF PROJECTS AND THE SUBMISSION OF BIDS IN RESPONSE TO ANY SUCH PROJECTS AND PROVIDING OR PUBLISHING ANY ASTORIAN SCORE, NO RECOMMENDATIONS ARE GIVEN OR IMPLIED BY ASTORIAN OR ITS AFFILIATES AS TO ANY BID SUBMITTED IN RESPONSE TO AN PROJECT. ASTORIAN AND ITS AFFILIATES DO NOT EVALUATE ANY PROJECT OR ANY BID. ASTORIAN AND ITS AFFILIATES ASSUME NO LIABILITY, WARRANTY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO THE USE OF THIS SITE, THE SITE CONTENT, OR ANY USER CONTENT OR OTHER THIRD-PARTY CONTENT, OR ANY SITE SERVICES IN CONNECTION WITH PLACING PROJECTS OR WITH SUBMITTING BIDS IN RESPONSE TO PROJECTS. 

    THE SITE AND SITE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ASTORIAN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE OR LOSS RESULTING FROM SUCH PROBLEMS OR THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET. ASTORIAN DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES OR LOSSES CAUSED BY ANY THIRD-PARTY PROVIDER OF ANY CLOUD SERVER.

    You acknowledge and agree that Astorian does not screen or edit any Project or Bid or any other Content, including without limitation any Bid Documentation or Project Documentation, submitted by you, and you are solely responsible for the accuracy, completeness and truthfulness of any Project or Bid or any other Content, including without limitation any Bid Documentation or Project Documentation, submitted or provided to Astorian by you and for ensuring that you have the necessary rights to submit such Content for use and display by Astorian on the Site as provided in this Agreement and the other Terms of Service.

    11. Release of Claims. In addition to your acknowledgement and agreement that Astorian is not a party to, and has no liability under and has no obligation or duty under, any Service Contract or Change Order or any Bid or any Bid Acceptance or any other contract, agreement, arrangement, promise, duty, commitment or obligation between or among you and any other User(s) or their Affiliate(s) or any third party (collectively, the “User Contracts and Commitments“), you hereby irrevocably and forever release and discharge, also on behalf of your Affiliates, Astorian, our Affiliates, and our respective officers, directors, agents, employees, subsidiaries, joint ventures, employees and service providers from (i) any and all liability under any and all User Contracts and Commitments and (ii) any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any and all User Contracts and Commitments or any dispute you have with another User or person, whether it be at law or in equity, that arises out of our relates to any of the User Contracts and Commitments. This release applies, for example and without limitation, to any claim by you regarding (i) the failure by a Contractor to perform Contractor Services under a Service Contract or any deficiencies or delays in the Contractor”™s performance under a Service Contract and any demand for refunds for any such failures, deficiencies or delays, or (ii) the failure by a Property Manager to pay you for any Contractor Services under a Service Contract or any underpayments or delays in such payments, or (iii) the failure by a Property Manager to Accept your Bid, or (iv) the failure by you and another User to enter into a Service Contract or Change Order following Acceptance of a Bid. This release shall; not apply to a claim that Astorian failed to meet its express obligations under the Terms of Service. 

    The release of claims set forth in the preceding paragraph is intended to be effective as a general release of and bar to all claims as stated in the preceding paragraph. Accordingly, to the extent applicable to you, you expressly waive all rights under Section 1542 of the California Civil Code, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that you may later discover claims or facts in addition to or different from those which you now know or believe to exist with regard to the subject matter of the release of claims set forth in the preceding paragraph, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, you waive any and all claims and rights that might arise as a result of such different or additional claims or facts. 

    12. Indemnification. You shall indemnify, hold harmless and defend Astorian and Affiliates and its and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnitees”), from and against any and all claims or demands made against any of the Indemnitees, any and all actions, causes of action, administrative proceedings, arbitrations, mediations, or lawsuits commenced or pursued against any of the Indemnitees, and any and all out-of-pocket losses, judgments, civil penalties, reasonable costs and expenses (including, but not limited to, reasonable attorneys”™ fees, court costs, arbitration costs, mediation costs, and costs of settlement) paid or incurred by any of the Indemnitees, to the extent arising out of or related to (a) your performance of or failure to perform under this Agreement or any other Terms of Service or any breach by you of this Agreement or any other Terms of Service, including any payment obligations incurred through use of the Site or the Site Services or failure to make any payment when due; (b) the use of the Site and the Site Services by you or your agents; (c) any Service Contract or Change Order entered into by you or your agents or any Bid you or your agents place or any Acceptance by you or your agents of a Bid or any failure by you or your agents to enter into any Service Contract or Change Order; (d) any failure or deficiency or delay by you or your agents in performing any Service Contract or any Change Order or any defect in any Work Product delivered by you or your agents or any failure by you or your agents to make any payment when due under any Service Contract or any Change Order, (e) any material inaccuracies or omissions in any statement or representation made by you or your agents to Astorian or any other User, or in any Bid submitted by you or your agents, or in any offer or request for Bids submitted by you or your agents, or in any Acceptance by you of any Bid, or in any User Content provided by you or your agents, or in any marketing materials, service descriptions, or instructions furnished by you or your agents, or in any information submitted in connection with any Account registration by you or your agents or in any updates of any such Account information; (f) the classification by you of another User as an independent contractor and any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker”™s compensation benefits, unemployment benefits, or any other employee benefits by any Contractor that you contracted for any Contractor Services or declined to contract for any Contractor Services; (g) any failure by you or your agents to comply with applicable laws or regulations; (h) any negligence, willful misconduct, or fraud by you or your agents; (i) any defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents; and (j) the death of, or bodily injury to any person or any property damage to the extent caused by you or your agents, including as a result of any act or omission by you or your agents. For purposes of this Section 12, your agents include any of your officers and employees and any person who has apparent authority to access or use your Account demonstrated by using your username and password.

    13. Term and Termination.

    13.1 Termination. Unless both you and Astorian expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation and with or without cause, upon delivery of ten (10) days prior written notice to the other, provided that Astorian may terminate this Agreement immediately upon delivery of written notice to you if you breach any of the terms of this Agreement or the other Terms of Service. 

    13.2 Suspension and Revocation. Without limiting Astorian”™s other rights or remedies, Astorian may, but is not obligated to, temporarily or indefinitely suspend or revoke or deny access to or use of the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you, including without limitation limiting or refusing to publish any Project or Bid submitted by you or removing any Project or submitted by you from the Site, without incurring any resulting liability, if: (i) you breach any of the terms and conditions of this Agreement or any other provisions of the Terms of Service or if we believe, in good faith, that you intend to breach any of the terms and conditions of this Agreement or any other provisions of the Terms of Service or you have accessed or used the Site Services or the Astorian Systems or any other User Content or any Site Content beyond the scope of the rights granted under this Agreement; (ii) you or any other User that is a party to a Service Contract with you has failed to pay any fee(s) to Astorian when due hereunder; (iii) we suspect or become aware that you have provided false or misleading information to us; (iv) you or any Person you have authorized to access or use the Site or the Site Services is, has been or is likely to be involved in any fraudulent or unlawful activities relating to the Site Services, the Site, the Astorian Systems or any Site Content, (v) we believe, in our sole discretion, that your actions may cause legal liability for you, our other Users, or Astorian or our Affiliates or subcontractors; (vi) your access to or your use of the Site or the Site Services may be contrary to the interests of the Site or the User community; (vii) your access to or your use of the Site or the Site Services may involve illicit or illegal activity; (viii) a suspension is necessary to maintain the security or integrity of the Astorian Systems or the Site or the Site Services or any other Site Technology or to prevent misuse of any of the foregoing by any Person, including you; (ix) Astorian receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Astorian to do so; (x) Astorian reasonable believes that its continued performance of its obligations under this Agreement or the other Terms of Service, including the performance by Astorian of the Site Services, becomes substantially more difficult or expensive, or impossible (without violating, or without incurring criminal penalties or civil liability under, applicable laws or regulations) under applicable laws or regulations or due to a substantive change in the applicable laws or regulations or infringes another Person”™s Intellectual Property Rights; or (xi) this Agreement or the other Terms of Service expire(s) or is terminated. If your Account is temporarily or permanently suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Astorian”™s prior written consent. This Section does not limit any of Astorian”™s other rights or remedies, whether at law, in equity or under this Agreement or the other Terms of Service. Astorian shall not be liable for any failure to provide access to or use of the Site or Site Services, the Astorian Systems or any Project or Bids during such suspension. Astorian will reinstate access to or operation of the Site and Site Service once the basis for such suspension has dissipated in Astorian”™s judgment, provided this Agreement or the other Terms of Service have not already been terminated or expired. 

    13.3 Effect of Termination. Any termination of this Agreement shall also result in the automatic termination of the other Terms of Service in effect at the same time as the termination of this Agreement, except as otherwise provided herein. In the event this Agreement is terminated, your right to use the Site and any and all Site Services is automatically revoked, your Account will automatically be closed, and you agree not use the Site and any Site Services upon such termination.

    Astorian is not a party to any Service Contract between Users. Accordingly, you acknowledge and agree that termination of this Agreement and the other Terms of Service does not terminate or otherwise impact any Service Contract or any Change Order entered into by you and any other User or any Change Order or any other agreement in effect between you and any other User. Without limiting any other provisions of the Terms of Service, the termination of this Agreement or the other Terms of Service for any reason will not release you or Astorian from any obligations incurred prior to termination of this Agreement or the other Terms of Service or that thereafter may accrue in respect of any act or omission prior to such termination. 

    If you terminate this Agreement while having one or more open Project pending or have one or more Bids pending in response to any Project, Astorian may terminate and close any such open Project or Bid, and if Astorian elects not to terminate and close any such open Project or Bid, (i) you will continue to be bound by this Agreement and the other Terms of Service while such Project(s) or Bid(s) submitted by you remain pending; (ii) Astorian will continue to perform those Site Services necessary to with respect to such Project(s) or Bid(s) submitted by you while they remain pending. You will continue to be obligated to pay to Astorian any amounts accrued but unpaid as of the date of termination of this Agreement or the other Terms of Service and such other amounts owed under this Agreement or the other Terms of Use or any Service Contract or any Change Order to any Contractor for any Contractor Services. 

    You acknowledge and agree that the value, reputation, and goodwill of the Site and the Site Services depend on transparency of User”™s Account status to all Users, including without limitation the status of your Account and the Account status of any other User with whom you have entered into a Service Contract. You therefore agree as follows: IF ASTORIAN DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, ASTORIAN HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY ANY OTHER USER THAT HAS RECEIVED OR ACCEPTED A BID FROM YOU OR THAT HAS MADE A BID TO YOU OR THAT HAS ENTERED INTO SERVICE CONTRACT WITH YOU TO INFORM SUCH USER OF YOUR CLOSED ACCOUNT STATUS, AND (B) PROVIDE SUCH USER WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSING. YOU AGREE THAT ASTORIAN SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE OR OTHER COMMUNICATION THAT IT MAY PROVIDE TO ANY USER REGARDING OR RELATING TO SUCH CLOSED ACCOUNT STATUS OR THE REASON(S) FOR CLOSING YOUR ACCOUNT.

    13.4 Account Data on Closure. Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site. You acknowledge and agree that Astorian may delete any content stored by Astorian in or as part of your Account. Astorian shall have no liability whatsoever for any such deletions. Astorian, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

    13.5 Survival. After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property rights, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates and shall survive any such termination or expiration and shall continue to be binding. 

    14. Disputes Between You and Astorian.

    14.1 Dispute Process, Arbitration, and Scope. If a dispute arises between you and Astorian or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Astorian, and our respective Affiliates hereby agree to resolve any Claim (as defined below) and any dispute or controversy that arises or relates to any Claim in accordance with this Section14(sometimes referred to as the “Arbitration Agreement“).

    This Arbitration Agreement shall apply to any and all claim(s) (each, a “Claim“) that arise out of or relate to this Agreement, the Site, the Site Services, any Service Contract, any Change Order, any Bid, any Acceptance of a Bid, the performance or failure to perform any Service Contract or any Change Order, your relationship with Astorian (including without limitation any claimed employment with Astorian or one of our Affiliates or successors), the termination of your relationship with Astorian, or any other matter, including but not limited to, all claims arising out of or relating to escrow payments or agreements, any payment obligations by you or any of your Affiliates to Astorian, any payments or monies Astorian claims are due to Astorian from you or any of your Affiliates, any payment obligations you claim are due to you from Astorian or our Affiliates or successors, any Intellectual Property Rights, any trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your or your Affiliates”™ relationship with Astorian or the termination of that relationship or your or your Affiliates”™ relationship with any other User, including without limitation any Property Manager or Contractor.

    Notwithstanding the foregoing, this Arbitration Agreement shall not apply to any disputes between the parties that may not be subject to any predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or any lawful, enforceable Executive Order or to claims for workers compensation, state disability insurance or unemployment insurance benefits.

    14.2 Informal Dispute Resolution. Before serving a demand for arbitration of a Claim, you and Astorian agree to first notify each other of such Claim. You agree to notify Astorian of such Claim at Astorian, Inc., 450 Lexington Ave., P.O. Box 2330, New York, NY 10163, or by email to [email protected], and Astorian agrees to provide to you a notice at your email address on file, including as provided by you in your Account (in each case, a “Notice“). You and Astorian will seek informal voluntary resolution of such Claim. Any Notice must include pertinent Account information, a brief description of each Claim and the pertinent underlying factual allegations, and contact information, so that you or Astorian, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Astorian will have 60 days from the date of the receipt of the Notice to informally resolve the other party”™s Claim, which, if successful, will avoid the need for further action.

    14.3 Binding Arbitration and Class Action/Jury Trial Waiver. This Arbitration Agreement applies to all Users and their Affiliates except for Users or their Affiliates located outside of the United States of America and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice as contemplated in Section 14.2above, you, Astorian, and our respective Affiliates hereby irrevocably agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted atwww.jamsadr.com.

    This Arbitration Agreement applies to any Claim (as defined above) the parties or their respective Affiliates may have and survives after this Agreement and other Terms of Service or your relationship with Astorian ends or terminates. Except as expressly provided otherwise in this Arbitration Agreement, this Arbitration Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of Claims.

    Except as otherwise provided in this Arbitration Agreement, this Arbitration Agreement also covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Agreement, this Agreement, or any other part of the Terms of Service is void or voidable.

    Notwithstanding anything contained in this Arbitration Agreement to the contrary, each of you and Astorian shall have the right to institute judicial proceedings against the other party or its Affiliates or anyone acting by, through or under such other party, in order to vacate or confirm an award of the arbitrator, to enforce the instituting party”™s rights hereunder through specific performance, injunction or other equitable relief, or to collect any monetary award of the arbitrator.

    Nothing in this Arbitration Agreement shall be construed to limit or preclude a party from bringing an action in any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, irrespective of any informal dispute resolution efforts by you or Astorian as contemplated in Section 14.2, including without limitation while the decision of the arbitrator on the ultimate merits of any dispute is pending.

    Except as otherwise provided herein, arbitration will be conducted in New York County, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures”™ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by you that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where you are located. Claims by you that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where you are located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.comor by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

    You and Astorian will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, you shall pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Astorian to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures”™ Optional Expedited Arbitration Procedures then in effect in which you make a claim under a consumer protection statute, you shall pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Astorian to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator”™s decision in any court having jurisdiction.

    Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with a government authority, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Agreement prevents the investigation by a government authority of any report, claim or charge otherwise covered by this Arbitration Agreement. This Arbitration Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Agreement. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. 

    In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable. If any portion of the Class Action Waiver set forth in the following paragraph of this Arbitration Agreement is deemed to be unenforceable, you and Astorian agree that this Arbitration Agreement will be enforced to the fullest extent permitted by law.

    This Arbitration Agreement affects your ability to participate in class or collective actions. Both you and Astorian irrevocably agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Astorian may lawfully seek enforcement of this Arbitration Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

    This Arbitration Agreement replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable. If any portion of the Class Action Waiver in the preceding paragraph, is deemed to be unenforceable, you and Astorian agree that this Arbitration Agreement will be enforced to the fullest extent permitted by law. 

    14.4 Remedies. If Astorian believes that you have failed to perform your obligations under, or otherwise breached, this Agreement or the other Terms of Service, Astorian reserves the right to suspend or remove you from the Site, terminate this Agreement and the other Terms of Service, terminate your Account, modify your rating on the Site to reflect your failure to perform your obligations or your breach, and to nullify any discounts Astorian may have offered or granted to you. Astorian reserves the right to use any or all of these remedies. Such remedies shall not be deemed to be the exclusive remedies available to Astorian, but shall be in addition to all other remedies available to Astorian at law, in equity or under this Agreement or the other Terms of Service. 

    15. Choice of Law; Jury Waiver. 

    15.1 Choice of Law. This Agreement and the other Terms of Service will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). However, notwithstanding the foregoing sentence, this Arbitration Agreement set forth in Section 14 above is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). 

    15.2 Waiver of Trial by Jury. EACH PARTY TO THIS AGREEMENT, ALSO ON BEHALF OF SUCH PARTY”™S AFFILIATES, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS EACH OF THEM MAY HAVE, NOW OR IN THE FUTURE, TO HAVE ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THEM OR THEIR RESPECTIVE AFFILIATES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TERMS OF SERVICE OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TERMS OF SERVICE OR RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT OR STATUTORY VIOLATION, BE HEARD OR DECIDED BY A JURY IN A TRIAL OR OTHER PROCEEDING. 

    15.3 Injunctive Relief. You and Astorian each recognize and acknowledge that a material breach of this Agreement or the other Terms of Service by the other party to this Agreement may cause the non-breaching party irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, you and Astorian each agree that in any request by the other party to a court of competent jurisdiction for injunctive or other equitable relief, including preliminary or temporary injunctive relief, seeking to restrain such use or disclosure, such party will not oppose such remedy on grounds that the other party would not suffer irreparable harm in the absence of such injunctive or other equitable relief. You and Astorian each understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement or the other Terms of Service and that a party may be entitled to specific performance as a remedy for such breach. Such remedy shall not be deemed to be an exclusive remedy, but shall be in addition to all other remedies available to that party.

    15.4 Jurisdiction. Notwithstanding anything herein to the contrary, you hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware (the “Delaware Courts“) for any litigation arising out of or relating to this Agreement or the other Terms of Service or the transactions contemplated by the Terms of Service (and agrees not to commence counterclaims except in such courts), waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.

    16. Miscellaneous Terms.

    16.1 Entire Agreement. This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Astorian relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. No Project, Bid, Acceptance, Service Contract, or Change Order, shall modify the terms of this Agreement or the other Terms of Service even if accepted by the receiving party. Even though Astorian drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Astorian because of the authorship of any provision of the Terms of Service. If you contend that this Agreement or the other Terms of Service have been amended or modified you shall be required to establish such amendment or modification by clear and convincing evidence. 

    16.2 Amendment or Modification. No modification or amendment to the Terms of Service will be binding upon Astorian unless in a written instrument signed by a duly authorized representative of Astorian or posted on the Site by Astorian as provided in this Agreement. Astorian may amend or modify the Terms of Service as provided in this Agreement. 

    16.3 Waiver. Our failure to take any action with respect to a breach by you or any other User or other third party does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee that we will take action against all breaches of this Agreement or the other Terms of Service by other Users or other third Persons. Any deviation by you or Astorian from the terms and conditions of this Agreement or the other Terms of Service necessary to comply with applicable laws, rules and regulations shall not be considered a breach of this Agreement or the other Terms of Service. No failure or delay of either you or Astorian to exercise any power or right given to you or Astorian under this Agreement or the other Terms of Service or to insist upon strict compliance by the other party with its obligations hereunder, and no custom, practice or prior course of dealing of the Parties at variance with the terms under this Agreement or the other Terms of Service, shall constitute a waiver of that party”™s right to demand exact compliance with the Terms of Service. No waiver by either you or Astorian of any right, power or privilege under the Terms of Service or any breach of any provision of this Agreement or the other Terms of Service by the other party shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of the Terms of Service. If you contend that the Astorian has waived any right, power or privilege under this Agreement or the other Terms of Service or any breach by you of any provision under this Agreement or the other Terms of Service, you shall be required to establish such waiver by clear and convincing evidence.

    16.4 Assignability. You may not assign this Agreement or the other Terms of Service, or any of your rights or obligations hereunder or thereunder, without Astorian”™s prior written consent in the form of a written instrument signed by a duly authorized representative of Astorian. Astorian may freely assign this Agreement and the other Terms of Service without User”™s consent. Any attempted or purported assignment or transfer in violation of this Section shall be null and void and without any force and effect. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

    16.5 Severability. If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law in an arbitration or by a court of law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

    16.6 Force Majeure. Except for monetary or payment obligations hereunder and except as expressly provided elsewhere herein, no default, delay or failure to perform hereunder on the part of a party shall be considered a breach of this Agreement or the other Terms of Service to the extent such default, delay, or failure to perform is shown to be due entirely or proximately to a Force Majeure Event. In the event of any such failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

    16.7 Access to the Site Outside the United States. Astorian makes no representations that the Site or the Site Services are appropriate or available for use outside of the United States of America. Those who access or use the Site or Site Service from jurisdictions other than the United States of America do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any product or service to any person without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products or services. In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked. 

    16.8 Consent to Use Electronic Records. Astorian or its Affiliates may provide certain records to you, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

    16.9 Headings. All captions, titles or section headings of this Agreement or the other Terms of Service are for ease of reference only, shall not affect the interpretation or construction of any provisions of this Agreement or the other Terms of Service, and shall not be deemed part of this Agreement or the other Terms of Service. 

    16.10 Third Party Beneficiary. Except as expressly stated otherwise in this Agreement or the other Terms of Service, no provision of this Agreement or the other Terms of Service shall create any rights or benefits in favor of third parties.

    16.11 Notices. Except as otherwise provided in this Agreement or the other Terms of Service, all notices and other communications required to be given under the Terms of Service shall be in writing and shall be effective when received or, if delivery is not accomplished by reason of some fault of the addressee, when tendered, and may be transmitted by (1) personal delivery, (2) express mail, (3) registered or certified mail, (4) courier or delivery service, or (5) e-mail, by any party to the other party at the following address of each party. 

    To Astorian, Inc.: Astorian Inc, 450 Lexington Ave., P.O. Box 2330, New York, NY 10163, or by email to [email protected] If Astorian changes its physical address or email address, it will post an amended version of this Agreement on the Site. 

    To You: to the physical address or email address on file with Astorian, including as provided by you in your Account. You shall be responsible for updating your physical address and e-mail address and Astorian has the right to rely on the address and e-mail address information your provided when registering or updating your Account.

    16.12 Interpretation and Construction. For purposes of this Agreement and the other Terms of Service: (i) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and (ii) the word “or” is not exclusive. You and Astorian intend this Agreement and the other Terms of Service to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing such drafting, and no ambiguity shall be construed in favor of or against any one of the parties hereto. All captions, titles or section headings of this Agreement and the other Terms of Service are for ease of reference only, shall not affect the interpretation or construction of any provisions of this Agreement or the other Terms of Service, and shall not be deemed part of this Agreement or the other Terms of Service. The rule of contract construction known as ejusdem generisas well as the rule of contract construction known as contra proferentemshall not apply to the construction or interpretation of this Agreement or the other Terms of Service. 

    17. Certain Defined Terms. In addition to the capitalized terms defined above and elsewhere in this Agreement and the other Terms of Service, the following capitalized terms as used in this Agreement and the other Terms of Service shall have the meaning set forth below:

    Acceptance“ means the acceptance by a Property Manager of a Bid submitted by a Contractor in response to such Property Manager”™s Project published on the Site and made available to Property Manager via the acceptance mechanism made available by Astorian on the Site as part of the Site Services.

    Account Information“ shall mean the information and data you provide as part of your Account with the Site as requested by Astorian.

    Affiliate“ means, with respect to any Person, any other Person, which, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such first Person.

    Astorian Systems“ means the cloud-based information technology platform, including servers operated by Astorian and Cloud Servers, made available by Astorian to you that you access to register and manage your Account Information and submit any Projects or Bids and related Project Documentation and Bid Documentation.

    Bid“ means a contractual offer made by a Contractor, via the bidding mechanism made available by Astorian on the Site as part of the Site Services to Contractors, for the performance of Contractor Services by such Contractor or its Affiliates and subcontractors in response to such Property Manager”™s Project published on the Site.

    Bid Documentation“ means such additional information, terms, conditions and specifications that may be provided by a Contractor together with a Bid to the extent such Contractor has timely submitted such additional information, terms, conditions and specifications to Astorian for inclusion as part of such Contractor”™s Bid and Astorian has made such additional information, terms, conditions and specifications available to the Property Manager prior to its acceptance of such Contractor”™s Bid.

    “Business Day” means any day that is not a Saturday or a Sunday or a Federal holiday. 

    Change Order“ means any amendment, modification, addition, supplement or change order of a Service Contract.

    “Cloud Server” means a server or multiple connected servers, owned, controlled, operated or maintained by a third Person, such as Amazon Web Services (AWS) or any of its Affiliates, which is part of the Astorian Systems and which may host or store the Site, other Site Technology and User Content, including your User Content.

    “Competing Service” means any service or product that is similar to any of the Site Service or the Site in whole or in part or that competes with any of the Site Services or the Site in whole or in part, or any service or product involving the Facilitation of or bidding for Service Contracts.

    Contractor“ means any authorized User utilizing the Site and the Site Services to advertise or offer to provide Contractor Services to Property Managers. 

    Contractor Services“ means any construction, repair, maintenance and similar services involving real property, including buildings, land or real or improvements.

    “Control”and, with correlative meanings, the terms “Controlled by“ and “under common Control with,” means (a) the possession, directly or indirectly, of the power to direct the management of a Person that is an entity, whether through ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise, or (b) ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of such Person (or, with respect to a limited partnership or similar entity, its general partner or controlling entity). 

    “Content” meansSite Content, User Content and Third-Party Content, or any part thereof, as applicable.

    Fee“ means any fees owed to or charged by Astorian under this Agreement or any other Terms of Service, including without limitation any of the fees set forth in Section 5 of this Agreement and the Astorian Fee Schedule. 

    Force Majeure Event“ shall mean any act of God, fire, flood, explosion, war, strikes, or other concerted work stoppages of labor, inability to obtain raw material, equipment or transportation breakage or failure of equipment or apparatus, or loss of any necessary utility or interruption of power or communications sources or connections, failures in or affecting the performance, use, or availability of the Internet or associated intranets, any Harmful Code released by a third party, any denial of service attacks, the terrorist, illegal, malicious, wanton, or capricious acts of a third party, changes or modifications in international, national, or industry standards or protocols, or the existence of or governmental action or court order or changes in laws prohibiting or imposing criminal penalties or civil liability for performance hereunder.

    Harmful Code“ shall mean software or other technology, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede, any computer, software, database, system or network. malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information. 

    Intellectual Property Rights“ means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. 

    Person“ means an individual, sole proprietorship, partnership, limited partnership, corporation, limited liability company, stock company, trust, unincorporated association, government agency, or other similar entity or organization.

    Process“ means to perform the operation or set of operations that Site is capable of performing on your User Content in order to provide the Site Services and to operate the Site. “Processing” and “Processed” have correlative meanings.

    Project“ means a non-binding request submitted by a Property Manager for publishing by Astorian on the Site to eligible Contractors via the Site Services in order for such Property Manager to receive proposed contractual offers from such Contractors for Contractor Services related to a project based on the information provided by the Property Manager as part of its request with respect to such project.

    Project Documentation“ means such additional information, images, videos, graphics, and specifications and other materials that may be provided by a Property Manager as part of a Project submitted by such Property Manager to Astorian for publication on the Site to eligible Contractors to the extent such Property Manager has timely submitted such information, images, videos, graphics, and specifications and other materials to Astorian for inclusion as part of such Property Manager”™s Project and Astorian has made such information, images, videos, graphics, and specifications and other materials available to the eligible Contractors prior to submission of any Bid by any such Contractor in response to such Project.

    Property Manager“ means any authorized User utilizing the Site to seek and/or obtain Contractor Services from another User, provided that such User.

    Service Contract“ means a contract between a Property Manager and a Contractor governing the Contractor Services to be performed by such Contractor or its Affiliates or subcontractors or any Work Product to be delivered by such Contractor or its Affiliates or subcontractors for such Property Manager and any consideration payable by the Property Manager for the performance of such Contractor Services or the delivery of any such Work Product.

    Site“ means, collectively, our Internet website accessible at the Uniform Resource Locator (URL): www.astorian.com, all affiliated websites, including mobile websites and Astorian mobile applications, owned and operated by Astorian, our predecessors or successors in interest, or our Affiliates.

    Site Content“ means any data, databases, data structures, information, text, photographs, images, graphics, logos, video, music, or other content or information that is created or developed by or on behalf of Astorian posted or made available on any part of the Site or posted by Astorian on any part of the Site, and the compilation, collection, design, selection and arrangement thereof, and any User Content and any Third-Party Content.

    Site Services“ means, collectively, all services (except the Contractor Services defined herein), applications and products that are made accessible by Astorian to a User through the Site, including without limitation the submission and publication of Projects by Property Managers on the Site, the matching of Projects with Contractors, and facilitation of Bids submitted by Contractors in response to Projects an any Acceptances of Bids.

    Site Technology“ means the software, computer code, technologies, processes, methods, algorithms, and Site Content, whether proprietary to Astorian or licensed from third Persons, (i) that is part of Site or used by the Site or by Astorian in performing the Site Services, or (ii) that is used to operate the Astorian Systems or to store any Content.

    Substantial Change“ means a modification to any of terms or provisions of the Terms of Service that reduces your rights or increases your responsibilities under the Terms of Service.

    Third Party Content“ means any data, databases, data structures, information, text, photographs, images, logos, graphics, video, music, or other content or information that is submitted to Astorian by a third Person (not you or Astorian) or licensed or obtained from a third Person by Astorian and posted or made available on any part of the Site or posted by a third Person on any part of the Site, and the compilation, collection, design, selection and arrangement thereof. 

    User Content“ means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any visitor to the Site or User post(s) to any part of the Site or provide(s) to Astorian, including such information that is posted as a result of questions, questionnaires, or surveys and including the Account Information, Account Credentials, and any Bid Documentation or any Project Documentation submitted by a User, and the compilation, collection, design, selection and arrangement thereof.

    User“ means you or any other user of the Site or the Site Services.

    User Profile“ means such information about a User as required by Astorian when registering a User”™s Account which may be shown to other Users and, unless such User changes the privacy settings for the Site and Site Services, to the public. 

    Work Product“ means any deliverable or work product to be performed, achieved or delivered by a Contractor or its Affiliates or any of its subcontractors to a Property Manager or its Affiliates under and as specified in a Services Contract.