Updater’s mission is to put you in control. We want to help you organize and complete your moving-related tasks and make the decisions that are best for you. Earning your trust is our top priority. So it should go without saying that Updater is 100% committed to your privacy. But we’d like to explain our privacy policy here because we’re proud of it and we want you to know exactly what information we collect, what we do with that information, and how we protect it.
We never sell, rent or share your personally identifiable information behind your back. We would only make an exception to this pledge if we were required to do so by law.
We do not share your personal information (such as your name, old or new address, move date, etc.), regardless of whether or not you are a User (as defined below), with companies, organizations or individuals outside of Updater unless one of the following circumstances apply:
To implement our services
In order to implement any of the services (each a “Service” and collectively our “Services”) that we offer at https://www.updater.com or technology “powered by Updater” available on third party websites (Collectively, the “Site”), we may need to share your personal information with third parties. In such situations, we may share only such personal information as is necessary to complete the requested Service. For example, if you request a consultation with a company, we will share your applicable personal information with such company so that they may contact you; or if you instruct us to send a change of address notification to a certain organization, we will share your applicable information with the selected organization so that they may process your requested address change. These third parties may notify us of the details and/or status of the Service that you have requested so we can improve the experience on Updater.
With your explicit consent
We may share your personal information that you provide on the Site to certain third parties if you instruct us to share your information, or if you consent to the sharing of your personal information via opt-in.
To share with friends
We’ll share your name, old and new address via email to your personal contacts that you specify. Also, we’ll create for you a customized moving page that includes your old and new address (“Private Moving Page”). The Private Moving Page will be shared with the contacts that you specify. We’ll also create a customized moving page that only includes the city and state of your new and old address (“Public Moving Page”). The Public Moving Page is the page that will be posted to social networks, such as Facebook and Twitter, if you elect to utilize our social sharing functionality. If someone comments on your Private Moving Page, the link that appears on social network websites will be to your Public Moving Page.
For external processing
We may provide your personal information to our affiliates or other trusted businesses or persons to process certain services, such as filing USPS Change of Address Forms. In all such situations, the provision of information is necessary for processing a Service that you request and appropriate confidentiality and security measures are in place to protect your information.
For legal reasons
We’ll share your personal information with companies, organizations or individuals outside of Updater if we believe doing so is necessary to:
For aggregate, anonymous, or reflective data
We may share aggregated, non-personally identifiable information publicly and with our partners (“Aggregate Data”). For example, we may share information publicly to show moving trends and other information about relocating consumers.
We may share anonymized data (“Anonymous Data”) about your relocation with certain partners to facilitate delivering personalized experiences throughout your move. For example, we may share information with third party intermediaries who can confirm which products and services are relevant for your new address, or the products and services to which you currently subscribe.
We may use old and new address data of a User (as defined below) to indicate the general or approximate location of a recent move (“Reflective Data”). In such situations, old and new address data are randomly obscured in order to not display the User’s actual old or new address. Thus, the data shown publicly is merely reflective of the area of the recent move.
Any User who does not want Updater to use his or her personal information in either Aggregate Data, Anonymous Data, or Reflective Data sets, whether such data sets are shared publicly or not, please click here and follow the instructions to remove your account.
With the business hosting Updater technology
Updater technology may be made available on third party websites. In all such situations, the Services offered are clearly marked “powered by Updater”. When Updater technology is powering websites other than updater.com or a subdomain within updater.com, then we may need to share your personal information with the applicable third party that owns and operates the applicable website hosting the Updater technology (the “Hosting Business”). If you create a User account via Updater technology hosted on a third party site, then Updater may share your personally identifiable information with the Hosting Business. In such situations, The Hosting Business will be encouraged to protect your personal information pursuant to their privacy policy. In addition, if you create an account via updater.com and subsequently use the website or application of a Hosting Business, then we may need to share certain personal information with the applicable Hosting Business to ensure a consistent and accurate moving experience.
With the business or individual that invited you to Updater
You may be invited to use a personalized and custom version of Updater by a third party with whom you have a relationship, such as a real estate brokerage firm, a mortgage company, a title insurance company, a property manager, a real estate brokerage, a moving company, etc. (each an Updater “Client”). If you create a User account on a version of Updater provided by a Client, then Updater may share your personally identifiable information with the Client(s) that provided your information for purposes of generating your invitation to Updater. In such situations, Client(s) will be encouraged to protect your personal information pursuant to their privacy policy.
With third parties with which you have a pre-existing relationship in order to streamline your moving process
We may use Partner-Provided Information (defined below) and other information we collect about you to notify our Qualified Partners (defined below) that you are moving. We do not share any of your personally identifiable information with these Qualified Partners. If you prefer that we do not notify Qualified Partners that you are moving, please email help@updater.com to opt-out.
A “Qualified Partner” is an Updater partner that would, pursuant to the Privacy Act of 1974, 5 U.S.C. § 552a, be eligible to receive data about you from the federal government NCOALINK database if your applicable relocation data was included in the NCOALINK database. Broadly, Qualified Partners are companies that already have at least some of your personally identifiable information, including your current address, indicating that you are an existing customer, member or client of the Qualified Partner. Qualified Partners agree not to share any information that we provide, such as a notification of an impending move, with other third parties.
If your information is publicly available
We may provide your personally identifiable information to other parties if your information is or becomes publicly available from a source other than Updater.
With third parties in connection with certain corporate transactions
If we sell all or part of our business, make a transfer of assets, or are otherwise involved in a change of control transaction, or in the unlikely event of bankruptcy, we may transfer information from or about you to one or more third parties as part of the transaction.
With third parties in connection with your qualified opportunities during your move
We may transfer information from or about you to one or more third parties in connection with our efforts to help you seamlessly purchase or transfer insurance products, to enable you to receive and claim special promotions from cooperative businesses in your neighborhood, and/or to enable companies and Updater to include you in anonymized audience segments to surface relevant content to you (you may opt out of such audience segments with the DAA here).
You may revoke consent for our use of data pursuant to our privacy policy at any time by emailing help@updater.com.
If you’d like to remove your account please click here and follow the instructions to remove your account.
Under the California Consumer Privacy Act you have the right to request your account information. If you’d like a receive your account information please click here and following the instructions.
We collect certain information from all visitors to our site, regardless of whether they sign up for an Updater user account or order one of our Services. Beyond this baseline level of collected information, we collect and store additional information from visitors who sign up for an Updater user account (“Users”). We also collect certain information about you from our Partners (“Partner-Provided Information”).
The information that we collect from our Partners may include your first and last name, email address, your old and/or new postal address, your phone number, certain dates related to your relocation process (such as the date of your lease signing or closing), the status and/or details of the Service that you requested.
We collect from all visitors certain information about the type of computer, operating system, and Internet browser that the visitor is using to access our site as well as the visitors’ IP address (or that of their Internet service provider). We also place a cookie in visitors’ browsers during their visit to the site in order to maintain their session during that visit, but this cookie disappears when the session ends or the browser is closed. We also store your engagement behavior, such as buttons or links you click on the Site or information you type or enter into forms on the Site.
The information that we collect from Users includes, at minimum, their email address and their password. In addition, if a User fills out any of the forms on the Site while they’re signed in to their account (or if a visitor to the site fills out any such forms and during that same session becomes a User), then we’ll link the information contained in such forms to the User’s account in our database. This information may include the User’s first and last name, their new and old home addresses, their home phone number, their mobile phone number, whether the User wants Updater to file, on behalf of the User, a change of address form with the United States Postal Service, whether the User is acting on his or her own behalf or on behalf of a household, when the change of address order should become effective, and for how long it should remain in force, any businesses, educational institutions, or other organizations (each, a “Business”) the User has selected to receive a change of address notification from Updater, etc. If a User orders a service that requires payment or identity verification, then we may require the User to input additional information. For example, this information may include a credit card number and credit card expiration date or, if the User selects to use a PayPal account, then we’ll collect the PayPal ID of such User. Please note that we will not store any of this information other than (i) the expiration date and the last four digits of the User’s credit card number and (ii) the User’s PayPal ID.
We may collect information about you from more than one source. We may have privacy obligations and restrictions beyond this Privacy Policy that apply to the use of your personal information, such as contractual obligations to our Clients. Contractual obligations owed to a Client are only applicable for information that we have not previously received from another source. In addition, when we receive information about you from a Client, we may use that information to append or correct information about you that we previously received from other sources.
Updater is committed to protecting the information of our Users, which is why we have chosen to protect all User information using Amazon’s Web Services cloud-based computing and data storage infrastructure. You may read more about how Amazon Web Services incorporates best practices regarding data security at this link: https://aws.amazon.com/security/
By providing your phone number to Updater, you agree that Updater may contact you by telephone, SMS, or MMS messages at that phone number, and you hereby consent to receiving such communications for transactional, operational, or informational purposes. You may unsubscribe from receiving text messages at any time.
Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. You should consult with your wireless carrier for details.
This web site is not intended or designed to attract children under the age of 13. We do not knowingly collect personal information from or about any person under the age of 13. If you are under 13 years old and wish to ask a question or use this site in any way which requires you to submit your personal information, please get your parent or guardian to do so on your behalf.
Google Analytics is a web analysis service provided by Google Inc. (“Google”). Google utilizes the data collected to track and examine the use of this Site, to prepare reports on its activities and share them with other Google services. Google may use the data collected to contextualize and personalize the ads of its own advertising network.
We utilize several Google Analytics Advertising Features, including:
These features are used to understand how our advertising performs and to improve our marketing efforts and the Site. For example, we use Google Remarketing and/or DoubleClick to advertise the Services. Third-party vendors, including Google, show our ads on sites across the Internet. We and third-party vendors, including Google, use first-party Google Analytics cookies and third-party DoubleClick cookies together to serve advertisements to you based on your past visits to the Site.
For more information on how Google Analytics collects and processes data, please see https://www.google.com/intl/en/policies/technologies/ads/.
You can opt out of these features by
Updater Inc. is located at 19 Union Square West, 12th Floor, New York, NY 10003. Any questions about the information we collect or share may be emailed to help@updater.com.
Updated September 10, 2014
The Privacy Pledge referenced herein was last updated June 23, 2015
Updater Inc. (“we”, “us” or “Updater”) may provide you (“Client” or “you”, and together with Updater, the “Parties”) certain technology products and services, including, but not limited to Updater’s Digital Concierge, both the Enterprise Solution or a Professional Account (as applicable, the “Product”). If you wish to use the Product, please carefully read this service agreement (this “Agreement”). This Agreement sets forth the terms and conditions that apply to your access to, and use of, the Product and the related Services (as defined below).
If you are not reasonably satisfied with the Product, you may terminate this Agreement (and any corresponding Client Order or subscription) at any time.
Updater will never sell, rent or share data about your business or your relationship with Updater, without your prior consent.
Updater will only use the data that you share about your customers/clients/residents to facilitate delivering the Product and offering our various services in accordance with this Agreement and our Privacy Pledge (defined below).
Any information that your customers/clients/tenants provide to Updater via the Product shall be subject to, and protected by, our Privacy Pledge.
We would only make an exception to this pledge if we were required to do so by law.
4.1. Enterprise Solutions.
*This entire Section 4.1, and the defined terms contained herein, are only applicable for Clients who sign a Client Order for an Updater Enterprise Solution.
“Enterprise Solutions” are products that Updater offers real estate brokerage firms, real estate teams, property managers, mortgage companies, moving companies and title companies.
(a) Access to the Product. Subject to the terms and conditions of this Agreement, and effective upon the signing of a Client Order (the “Effective Date”), Updater shall make the Product available to you and shall grant to you a revocable, limited, non-transferable and non-exclusive license to use the Product during the Term (as defined below).
(b) Term. This Agreement shall begin on the Effective Date of a Client Order and shall continue in effect for the initial term set forth in the Client Order (the “Initial Term”). This Agreement shall automatically renew after the Initial Term for successive 12 month periods (each a “Renewal Term”) and together with the Initial Term, the “Term”. Notwithstanding the foregoing, if you are not reasonably satisfied with the Product during the Term, you may terminate this Agreement at any time pursuant to the Updater Guarantee. Termination shall be effective upon your written notice.
(c) Pricing and Payment.
Annual or monthly pricing for the Product set forth in your Client Order(s) is only applicable for the Initial Term specified in such Client Order, and such pricing arrangements are not guaranteed for Renewal Terms or future Client Orders, unless otherwise specified in the Client Order. Any special first-year only pricing, special discounts, or first-year only integration charges shall not apply to any Renewal Terms. The Parties shall mutually agree in writing (email shall suffice) to the pricing for each Renewal Term prior to the beginning of such Renewal Term.
* Pricing for Updater Enterprise Solutions is determined by Updater based on a number of factors, including your estimated transaction volume, your industry and geographic location(s), your customization and branding requirements, the level of customer service required for your solution, the features included in your branded end-user Updater websites, whether Professional Accounts are included in your solution (and the features included in such Professional Accounts), the extent and complexity of your required analytics and reporting, among other factors.
* Pricing for your Enterprise Solution is Confidential Information pursuant to Section 6 of this Agreement.
You agree to pay Updater the agreed-upon price for use of the Product. You may elect to pay any and all Updater fees by credit card, bank wire or check (your “Payment Method”). All invoices are due when received. You agree that if credit card is your selected Payment Method, your credit card will be subject to automatic recurring charges (without notice), at the agreed-upon price. If you wish to terminate your Client Order pursuant to the Updater Guarantee, you shall be entitled to a pro-rata refund for any advance payments made.
(d) Customization. Any Product customizations set forth in your Client Order are only applicable for the Initial Term specified in the Client Order, and such customization obligations are not guaranteed for Renewal Terms or future Client Orders, unless otherwise specified in the Client Order. The Parties shall mutually agree in writing (email shall suffice) as to the Product customization requirements for each Renewal Term prior to the beginning of such Renewal Term.
(e) Professional Accounts. If Professional Accounts are included as a feature of your Enterprise Solution, you shall promptly notify Updater when individual professionals leave or join your company during the Term.
4.2 Professional Accounts
*This entire Section 4.2, and the defined terms contained herein, are only applicable for Clients who purchase or claim a subscription for a Professional Account (real estate professionals and loan officers).
“Professional Accounts” are online Updater accounts for professionals to invite clients to use Updater and review their clients’ Updater experience. Your Professional Account may be linked to a company or team Enterprise Solution and/or include branding elements of a company or team with which you are affiliated, at Updater’s discretion. If your company or team affiliation changes or terminates, you shall promptly notify Updater.
(a) Access to the Product. Subject to the terms and conditions of this Agreement, and effective upon the creation of a Professional Account (“the Effective Date”), Updater shall make the Product available to you and shall grant to you a revocable, limited, non-transferable and non-exclusive license to use the Product during the Term (as defined below).
(b) Term. This Agreement shall begin on the date on which an Updater Professional Account subscription begins and shall continue in effect for 12 months (the “Initial Term”). This Agreement shall automatically renew after the Initial Term for successive 12 month periods (each a “Renewal Term”) and together with the Initial Term, the “Term”. Notwithstanding the foregoing, if you are not reasonably satisfied with the Product during the Term, you may terminate this Agreement at any time pursuant to the Updater Guarantee. Termination shall be effective upon terminating your Professional Account.
(c) Pricing and Payment.
If you pay for your subscription, you may be entitled to special pricing based on your company affiliation or referral source. The current schedule of fees for a subscription for a Professional Account shall be set forth on a publicly available Updater pricing page. Updater may revise such schedule from time to time. Unless otherwise notified, the revised fees will be effective only with regard to new subscriptions ordered after the revised fees have been posted. Any special first-year only pricing, special discounts, or first-year only integration charges shall not apply to any Renewal Terms, unless otherwise specified. Your company or team may elect to pay for your subscription or charge you directly for your subscription, in which case no fees will be payable and due to Updater. The payment obligations and renewal date for your subscription will be displayed in the settings tab of your Professional Account.
You shall provide current, complete and accurate information for billing purposes. If you fail to provide Updater with current and accurate information, then you shall be responsible for fees accrued by Updater for attempting to charge an invalid credit card. In addition, you authorize Updater to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer. If you initiate a chargeback or otherwise reverse a payment made, Updater may, in its sole discretion, close your account immediately.
After your Initial Term, and again after each Renewal Term, your subscription will automatically continue for an additional Renewal Term, at the price you agreed to when subscribing, unless you cancel your subscription by closing your Professional Account. You agree that if you provide Updater with your credit card information, your credit card will be subject to automatic recurring charges. Updater shall have no obligation to provide advance notice of the automatic recurring payment other than pending renewal dates in your Professional Account. By providing Updater with your credit card information, you authorize Updater to charge the credit card at the time the credit card information is provided and again at the beginning of each subsequent Renewal Period. Upon the renewal of your subscription, if Updater does not receive payment from your credit card provider, you agree to pay all amounts due upon request and/or you agree that Updater may either terminate or suspend your Professional Account and continue to attempt to charge your credit card provider until payment is received (upon receipt of payment, your account will be activated.
Your Updater subscription will continue indefinitely until (a) you cancel your subscription, (b) Updater terminates this Agreement and your subscription, or (c) Updater transfers you to a different subscription plan, which it may do in its sole discretion. Updater may transfer you to a different subscription plan if you no longer qualify for your original subscription plan (such as when you leave your company). You shall receive notice if and when Updater transfers your subscription plan before any subsequent automatic billing charge. Fees for your new subscription plan shall be determined by Updater, in its sole discretion, although such fees may not be higher than the fees for a subscription for a Professional Account set forth on the publicly available Updater pricing page.
If you want to change or cancel your subscription, you must log in to your Professional Account and follow the directions contained under the settings tab. If you terminate your subscription, you may use your Professional Account until the end of your then-current subscription period, and your subscription will not be renewed thereafter. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period, unless this Agreement is terminated by Updater or you request a refund in writing pursuant to the Updater Guarantee.
4.3 Offering the Product
As an Updater Client, you agree to incorporate offering the Product to your clients/customers/residents as part of your standard service offering. Offering the Product shall therefore not be considered a data share with a third-party, as Updater shall gain no right, interest, or license to the Required Data (as defined below) as a result of you offering the Product.
5.1 Client Guidelines. You shall not use the Product, in part or in whole, for any purpose, or in any way, not contemplated by the terms of this Agreement. Additionally, you agree to not knowingly use the Product in any manner that may disable, impair, damage, compete or interfere with any of Updater’s products, hardware, software applications, intellectual property rights, or Services (as defined below). You shall not reproduce, copy, sell, exploit, share, or transfer the Product, any portion of the Product, or the rights granted to you by Updater to use or access the Product. You shall not offer, engage, contract with, or promote any relocation software system, move management software system or web application competitive to Updater or MoveHQ Inc. during the Term. You shall not use the Product to construct or devise products or services that may compete with the Product or any of Updater’s Services. If applicable, you shall provide commercially reasonable notice and education about the Product and the Services to your agents and staff to facilitate seamless adoption of the Product. In addition to agreed upon fees, you shall pay all sales, use, excise and other taxes that may be levied upon either party in connection with this Agreement or on activities related to your use of the Product, except for taxes based on Updater’s net income.
5.2 Client Data. You shall share with Updater, or enable Updater to access, information necessary, as reasonably determined by Updater (the “Required Data”), to invite your customers/clients/residents to your branded Updater website and to perform the Services contemplated by the Product. Required Data shall include applicable (a) relocation data (such as old and/or new address and an applicable date), (b) data necessary to generate Professional Accounts, and (c) customer/client/resident email addresses and/or phone number for purposes of generating invitations. You shall send Updater Required Data or you shall enable Updater to access and utilize Required Data from third-party sources, such as transaction management software providers. You shall not knowingly transmit false data to Updater and you shall take reasonable measures to ensure accuracy of data transmitted to Updater. You hereby authorize Updater to contact your customers/clients/residents, on your behalf (or on behalf of your agents, as applicable), for the sole and explicit purpose of facilitating the Services and offering the Product; and you hereby warrant that you have authority to authorize Updater to implement your various service offerings on your behalf, such as by emailing your customers/clients/residents on your behalf. You hereby authorize Updater to display your email address (or the email addresses of your agents) as the sender of any and all applicable emails sent to you customers/clients/resident as contemplated by the Product. Unless you instruct Updater that you wish to opt-out of feedback solicitation, Updater may contact your customers/clients/resident to solicit feedback, as Updater deems reasonably necessary to improve and optimize the Services and the Product.
5.3 Data Privacy and Ownership. Updater may store and use Required Data for the purposes of delivering and/or distributing the Product and/or Services and Updater’s use of the Required Data shall be governed by Updater’s privacy policy, which can be found at https://www.updater.com/privacy (our “Privacy Pledge”). Certain visitors to your website may share information about themselves by interacting with an Updater product (such as a widget or feature powered by Updater). You agree that Updater shall have the right to receive all information from such visitor interactions, that such information shall belong to Updater and be governed by Updater’s privacy policy, and that Updater may use such information for any purpose that complies with its privacy policy during or after the term of this Agreement.
5.4 Obligations and Rights Related to Users. Updater’s software, service and applications, including the Product, are designed to help individuals more seamlessly manage and complete various relocations logistics and tasks (the “Services”). Individuals for whom Updater provides its Services, regardless of whether such individual creates an end-user account for the Product, shall be a “User”, or collectively the “Users”. Updater shall, at our sole cost and expense, offer the Services contemplated by the Product. Specifically, Updater shall (i) generate and send to the Users all required (transactional) emails necessary to properly facilitate the Services offered via the Product; (ii) process all requests and address updates for the Users in compliance with all applicable laws, rules, regulations, and requirements; and (iii) handle all customer service issues arising from the use of the Services and the Product. The Services offered via the Product may include Updater premium features (for a fee to the User) and/or third-party offerings. You shall have no rights to any revenue that Updater generates from the Users, including the Users who are your customers/clients/residents. In order to facilitate the Services, Updater shall facilitate acquiring a legally valid authorized agency on behalf of each User, and Updater shall obtain and secure any and all consents and authorizations that may be required by any applicable law or terms of use. Updater may take actions on behalf of each User, including the distribution of the User’s data to third-parties, pursuant to, and in accordance with, our Privacy Pledge and terms of use, such as when such distribution is instructed by the User. Updater may conduct an identity verification process for each User to ensure authenticity of User data and requests. Updater shall bear full responsibility for all data distributions to third-parties pursuant to the Services and use of the Product.
6.1 Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, the terms and conditions of this Agreement (including pricing and other terms reflected in all Client Orders) and/or business and marketing materials, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party, which can be demonstrated with clear and convincing evidence; or (iv) is received from a third-party without breach of any obligation owed to the Disclosing Party.
6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing or implementing the Product and certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a commercially reasonable degree of care. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted). This Section 6.2 shall survive the termination of this Agreement.
7.1 Updater Indemnification. Updater shall indemnify you against, and hold you harmless from, any liabilities, claims or damages arising out of allegations (a) that the Product and Services misappropriate or infringe a third-party’s patents, copyrights, trademarks, or trade secrets; or (b) that that the Product and Services misappropriate the data of a User in violation of Updater’s User Privacy Pledge. Updater shall pay any and all liabilities, damages, awards, judgments, settlements, fees and costs, including reasonable attorneys’ fees and other costs incurred in the defense and/or settlement of such claims described in the preceding sentence. Updater’s obligations under this Section 7.1 are expressly conditioned on (a) you giving Updater prompt written notice of any claims, demand, or suit threatened or instituted against it; (b) you providing Updater (at Updater’s expense) with all information and assistance necessary to defend or settle such liability or claim; (c) Updater having control of the defense and all related settlement negotiations; and (d) you taking no action that may prejudice Updater’s ability to defend the claim. THIS SECTION 7.1 STATES UPDATER’S ENTIRE LIABILITY AND OBLIGATION, AND CLIENT’S EXCLUSIVE REMEDY, FOR APPLICABLE CLAIMS. This section 7.1 shall survive the expiration or early termination of this Agreement.
7.2. Client Indemnification. You shall indemnify Updater against, and hold Updater harmless from, any liabilities, claims or damages arising out of (i) your use of the Product and Services in violation of this Agreement; or (ii) allegations that your use of the Product violates the terms of any third-party agreement that you are a party to and to which Updater is not a party. You shall pay any and all liabilities, damages, awards, judgments, settlements, fees and costs, including reasonable attorneys’ fees and other costs incurred in the defense and/or settlement of such claims described in the preceding sentence. Your obligations under this Section 7.2 are expressly conditioned on (a) Updater giving your prompt written notice of any damages or claims; (b) Updater providing you (at your expense) with all information and assistance necessary to defend or settle such liability or claim; (c) you having control of the defense and all related settlement negotiations; and (d) Updater taking no action that may prejudice your ability to defend the claim. THIS SECTION 7.2 STATES YOUR ENTIRE LIABILITY AND OBLIGATION, AND UPDATER’S EXCLUSIVE REMEDY, FOR APPLICABLE CLAIMS. This section 7.2 shall survive the expiration or early termination of this Agreement.
7.3 Limitation of Liability.
(a) Except in connection with indemnification obligations pursuant to Section 7.1 and 7.2 and the confidentiality obligations pursuant to Section 6.1 and 6.2, neither Party’s liability to the other Party, or to any third-party, however caused, and whether arising under contract, tort (including negligence) or any other theory of liability, shall in any event exceed the fees payable by you to Updater during the prior 12 months under this Agreement.
(b) Except in connection with indemnification obligations pursuant to Section 7.1 and 7.2 and the confidentiality obligations pursuant to Section 6.1 and 6.2, neither Party shall be liable to the other Party for any special, consequential, incidental or indirect damages, however caused or based on any theory of liability, arising out of this Agreement, whether or not such Party has been advised of the possibility of such damage, and notwithstanding any failure of essential purpose of any limited remedy.
(c) You acknowledge that Updater has no obligation or responsibility to review content and messages generated via the Professional Accounts and Updater therefore bears no legal responsibility for the consequences of content and messages that are not created by Updater and which are distributed via the Product.
8.1 Ownership. Updater warrants and represents that it owns the Product and has the authority to grant you rights to use the Product subject to the terms and conditions set forth herein. The Product is licensed, not sold, solely for your use under the terms of this Agreement. You agree and acknowledge that the Product, and all rights to access and use the Product, are and shall be owned and/or controlled exclusively by Updater. You shall not reverse engineer, decompile, disassemble, or reproduce the Product or any Updater software applications, and you shall not attempt to copy any of Updater’s products or source code. You may not copy, modify, distribute, sell, assign, pledge, sublicense, lease, rent, deliver, or otherwise transfer, directly or indirectly, any rights in the Product. Except as specifically set forth herein, Updater retains all right, title, and interest, including all intellectual property rights, relating to or embodied in the Product, including without limitation all technology, hardware, and software relating to the Product. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the “Updater Marks”) relating to the Product, which are not identifying the Client, are the trademarks of Updater. You shall not use any Updater Marks to the extent they are owned by Updater without Updater’s prior written permission, which shall be at the sole and exclusive discretion of Updater. Updater reserves all rights and interests not expressly granted in this Agreement, and no direct or indirect ownership interest or license right in or to the Updater Marks, the Product, or any other Updater intellectual property rights is granted to Client or created by implication in this Agreement. This paragraph shall survive the termination of this Agreement.
8.2 Assignment. This Agreement may not be transferred or assigned, in whole or in part, by you without the prior written authorization of Updater, which shall not be unreasonably withheld. Notwithstanding the foregoing sentence, either Party may assign this Agreement to a successor in interest in the event of a reorganization, merger, consolidation or sale of all of such party’s assets or stock, except that neither party may assign this Agreement to any entity that competes, directly or indirectly, with the non-assigning party without the non-assigning Party’s written prior consent. A Party properly assigning this Agreement will provide notice of such assignment within sixty (60) days of the effective day of the assignment.
8.3 Updater’s Termination Rights. Updater may terminate this Agreement upon 60 days written notice and shall use commercially reasonable efforts to continue providing the Product and related Services to your customers/clients/residents who created a User account.
8.4 Governing Law and Forum. The laws of the State of New York shall exclusively govern this Agreement without regard to any contrary conflicts of laws principles. All legal disputes arising from this Agreement and not resolved by non-binding mediation shall be resolved in the Federal and/or State Courts of New York.
8.5 Independent Contractor. Updater is an independent contractor, and no partnership, joint venture or any legal relationship other than that of independent contractor is established by this Agreement.
8.6 Entire Agreement. This Agreement, along with any applicable Client Orders, represents the entire Agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings, both oral and written in nature, between the Parties relating to the matters contained and set forth within the terms and conditions of this Agreement.
8.7 Changes to this Agreement. This Agreement is subject to change by Updater at any time. If you are not a Client at the time of any change, the revised terms will be effective upon the date that you become a Client. If you are a Client at the time of any change, the previously-existing Agreement will continue to govern your relationship with Updater until your next Renewal Term, after which the revised Agreement shall govern, and your renewal shall constitute acceptance by you of the revised Agreement. Clients shall be notified of any and all material changes to this Agreement prior to renewal if such notice is requested in writing.
Updated September 20, 2018
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY UPDATER INC. (“UPDATER”), A DELAWARE CORPORATION. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF ANY UPDATER API OR MARKETING INTERFACE OR CONNECTION INTO THE UPDATER PLATFORM (COLLECTIVELY, THE “API”) AND THE RELATED SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY UPDATER (COLLECTIVELY, THE “SERVICE”).
By registering for and/or using the Service in any manner, you agree to all of the terms and conditions contained herein (the “Terms of Use”), which also incorporate Updater’s Privacy Policy, any applicable Updater API License Agreement. Updater reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service at any time by posting a notice or by sending you notice via email.
Subject to these Terms of Use, Updater may provide the Services, as may be described in more detail in an applicable API License Agreement, solely for your own use, and not for the use or benefit of any third party.
All content submitted into the Updater platform (“Content”), whether publicly posted or privately transmitted, is the sole responsibility of the party who originated such Content. You acknowledge that you are solely responsible and liable for any damage or loss to Updater resulting from Content that you generate and transmit. Updater will not be liable for any errors or omissions in any Content.
Updater does not guarantee that any Content will be made available on the Updater platform. Updater reserves the right to remove, suspend, edit or modify any Content in its sole discretion, without notice to you and for any reason (including, but not limited to, receipt of complaints or concerns or violations of these Terms of Use), or for no reason at all.
Updater may use your Content in a number of different ways in connection with its platform as Updater may determine in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it. You hereby do and shall grant Updater a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Content in connection with the Updater platform. For clarity, the foregoing license grant to Updater does not affect your other ownership or rights in your Content.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.
By way of example, and not as a limitation, you shall not either (a) take any action or (b) distribute any Content on or through the Updater platform that:
Updater may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You shall defend, indemnify, and hold harmless Updater, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of the Updater platform, the API or the Service.
Updater shall indemnify and hold you harmless from any and all third party claims, damages, liability, costs and fees (including reasonable attorneys’ fees) arising from a claim that alleges that the API or the Updater Platform violates or infringes the intellectual property rights of another party.
EXCEPT A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (1) ANY LOST PROFITS OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE A PARTY’S PROPRIETARY DATA OR (2) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE PREVIOUS TWELVE (12) MONTHS OF FEES PAID, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.
THE UPDATER PLATFORM, API, AND/OR APPLICABLE SERVICE, IS PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.
UPDATER, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Updater agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. If you are accepting these Terms of Use on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).
Updater Inc. is located at 19 Union Square West, 12th Floor, New York, NY 10003.