Terms & Conditions 

​Welcome to www.stooper.com (the “Site”) and/or our Stooper mobile application (collectively the “Platform”). The Platform is owned and operated by Stooper LLC (“Stooper”, “we”, “us”, or “our”). The following Terms of Service (“Terms”) constitute a legal agreement and shall apply to all business relations between you, the user (“User”) of Stooper, our iOS and Android mobile application (our “App”), and Stooper governing the use of our services (“Services”) and real estate listing database ("Database"). BY USING THE PLATFORM, YOU AGREE TO THESE TERMS OF SERVICE. If you do not agree to these terms, you must not use the Platform. 

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Stooper does not: (a) act as a real estate agent for you or any other user; (b) represent you or another user in the sublet, lease, or exchange of real property, including any negotiation thereof; or (c) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. Stooper assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that consumers take based on the Services or any other information available through or in connection with the Services.

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PLEASE NOTE: WHERE PERMITTED BY APPLICABLE LAW, THIS AGREEMENT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION (SECTION 23) AND CLASS ACTION WAIVER (SECTION 24). PLEASE READ THESE TERMS CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS) AND AGREE TO ALL OF ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES.

 

1. ABOUT US

1.1. We are Stooper LLC of 418 Broadway STE N, Albany, New York 12207, USA (“Stooper”, “we”, “us”, or “our”).

1.2. To contact us, please email contact@stooper.com.

1.3. These Terms were last updated on Thursday, May 12th, 2025, and are the current and valid version.

1.4. As the provider of the Services, neither Stooper nor its affiliates owns, controls, offers, operates, or manages any Listing. 

1.5. Stooper is not a financial or real estate broker or lender. Stooper does not, and the services are not intended to, provide financial or real estate advice. 

 

2. ACKNOWLEDGEMENT 

2.1. Please note that in certain jurisdictions, including parts of the United States, additional age restrictions may apply. It is your responsibility to ensure that you meet all local legal requirements for entering into contractual agreements and participating in services.

 

3. GENERAL TERMS

3.1. “User(s)” within the meaning of these Terms shall mean all individuals or entities that access or make use of the Platform, including Listers (“Lister(s)”) and Renters (“Renter(s)”).

3.2. A Renter within the meaning of these Terms is a natural person—that is, an individual human being acting in their personal capacity—who utilizes the Platform to view, inquire about, or enter into agreements concerning subleases, lease takeovers, or other residential occupancy arrangements. Renters may also include entities acting through authorized representatives, provided such entities meet the Platform’s eligibility requirements.

3.3. A Lister within the meaning of these Terms may include any natural person or legal person (including but not limited to landlords, existing tenants, subtenants, licensed agents, or property managers) who, in accordance with applicable law, has legal authority or contractual rights to offer, market, or assign rights in residential real estate (including via sublease, lease takeover, or rental) and who posts or manages such offerings through the Platform. Listers may act either in the course of business or in a personal, non-commercial capacity, subject to compliance with these Terms and all applicable law.

3.4. Supplemental Terms of Service or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

3.5. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised terms and conditions by your continued use of the Platform after the date such revised terms and conditions are posted. 

3.6. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. 

3.7. You acknowledge that statements made by Stooper's officers and agents are not, and shall not be construed as, legal or tax advice. You agree not to regard any such statements as legal or tax advice and acknowledge that it would be unreasonable to rely on such statements in ascertaining your legal or tax obligations. Stooper does not, and cannot, guarantee, and assumes no responsibility for verifying, the accuracy of any content or information provided by any User of Stooper’s Services including, without limitation, in any Profile, Listing, or otherwise.

3.8. You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Platform, and you must discontinue use immediately.

 

4. ACCOUNT AND PASSWORD

4.1. The Services are provided via a dedicated account. We do not charge any fees for registering an account with us.

4.2. You do not need to register as a member of the Platform in order to browse some sections of the Site, but you may not be able to access all of the features of the Platform unless you register with us and create an account on the Platform. If you are browsing the Site and have not yet registered with us we will consider you a "Guest", but your use of the Site will still be subject to these Terms. 

4.3. You will need to register with us in order to create and post any listings (also known as "Adverts" or "Ads") on the Platform. You can register by clicking on "Sign Up" on our application and submitting the information required. You'll need to provide a valid email address and a password, which you will be required to submit each time you log into the Platform. You may also be required to submit some additional personal information about yourself as part of the registration process. Once you register, you will be considered a User.

4.4. You are responsible for keeping your account confidential. 

4.5. By registering for an Account which involves providing us with certain mandatory and voluntary information as required for a successful registration, and using our Services, you agree and acknowledge that: 

4.6. you have read the terms set out in these Terms and agree to be bound by and comply with them; 

4.7. you agree that all registration information you submit to the Platform will be truthful and accurate and you will maintain the accuracy of this information; and

4.8. you are at least 18 years of age.

4.9. We may at any time and for any or no reason refuse to accept a registration from any person. We may also terminate your account at any time, without warning for any or no reason, with or without prior notice or explanation and without liability and we may take legal action if needed based on your violation of these Terms.

4.10. You are also responsible for any use of any account that you have access to, whether or not you authorized the use. 

4.11. You will immediately notify us of any unauthorized use of your accounts.

4.12. You are solely responsible for any losses, damages, fees, or liability due to your lost, stolen, hacked or otherwise compromised account.

 

5. ACCOUNT SUSPENSION AND TERMINATION 

5.1. We reserve the right, at our sole discretion, to suspend or terminate your account at any time (even if you have paid for a Boosted Listing) without warning for any and no reason, with or without prior notice or explanation and without liability and we may take legal action if needed based on your violation of these Terms..

5.2. We will determine, in our discretion, whether there has been a breach of these Terms through your use of our Services. When a breach of these Terms has occurred, we may take such action as we deem appropriate. 

5.3. Failure to comply with these Terms constitutes a material breach of these Terms upon which you are permitted to use our Services and may result in our taking all or any of the following actions:

5.4. immediate temporary or permanent withdrawal of your right to use our Services;

5.5. immediate temporary or permanent removal of any Services rendered;

5.6. issuance of a warning to you;

5.7. legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;

5.8. further legal action against you; and/or

5.9. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

5.10. We exclude liability for actions taken in response to breaches of these Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

 

6. LICENSE

6.1. Subject to our End User License Agreement and your payment obligations as set out below, we grant you a personal, non-exclusive, non-assignable and non-transferable right to access and to use the Service within the limits determined by us. 

6.2. The license is granted for the sole and exclusive purpose of enabling you to use the Service

6.3. The right of use shall mean the right to represent and implement the Service in accordance with its intended purpose via a connection to an electronic communications network. 

 

7. SERVICES FROM STOOPER

7.1. Stooper brings together Listers and Renters and for this purpose, Users are given the opportunity to upload their own content to the Platform’s Database

7.2. The User is aware that a constant and uninterrupted availability of the Platform as well as the Database and its contents is not technically feasible. Stooper will make every effort to ensure the availability of the Platform and Database, but necessary security or maintenance work or technical faults may result in the temporary unavailability of Stooper's services.

7.3. Stooper is entitled to further develop the design of the Stooper Platform, Database and Services, including the functionalities and content, within the framework of the state of the art and market practice, taking into account the legitimate interests of the Users.

 

8. YOUR RELATIONSHIP WITH STOOPER

Stooper is an online service aggregator Platform. As such Stopper:

8.1. does not: 

8.1.1. visit or inspect properties;

8.1.2. complete background or credit checks;

8.1.3. provide consumer reports;

8.1.4. provide brokering, money transmitting, insurance, or banking services;

8.1.5. provide legal advice, tax advice, or legal representation;

8.1.6. offer the properties advertised by Listers and merely provides the technical and organizational infrastructure to ensure the proper conduct of transactions on the Platform. It is each Lister's own responsibility to ensure that their offers are lawful and do not infringe the rights of third parties. We assume no liability of any kind for properties advertised by Listers and have no influence over the properties advertised by Listers.

8.2. is not responsible for what Users do with information they obtain through the Stooper Platform. It is possible to use the Stooper Platform and materials provided by Stooper in ways that are illegal, and that could subject you to civil or criminal liability. It is your responsibility to know and comply with the laws applicable to your use of the Stooper Platform. You should not assume that because it is possible to do something on the Stooper Platform that that thing is legal or that Stooper gives you permission to do it.

8.3. does not itself become a contracting party to the contracts concluded between the Users.

8.4. is not a mediator or arbitrator and only offers limited dispute resolution services. Any such decision made shall be binding on both parties. Complaints must be submitted in writing to contact@stooper.com with the subject line “User Dispute” and include:

8.4.1. Your email address and Full Name

8.4.2. A clear and detailed description of the situation

8.4.3. Supporting evidence.

8.5. is entitled to check the personal details of the Listers by means of suitable official documents in order to confirm the correctness of the data entered.

8.6. can not guarantee the accuracy of the property listings posted by Listers.

8.7. does not guarantee that Renters will find suitable Listers/Properties or that Listers will find suitable Renters.

8.8. assumes no liability for the content that Listers provide, nor the ability to fulfil the requirements for Listers' advertised properties or also any information provided by the Lister. 

8.9. reserves the right to delete a users’ profile in the case of false information and gross violations of these Terms without prior notification or naming of reasons. In the case of gross deception, falsification of documents or other willful misrepresentation, Stooper will take appropriate action, including legal action.

 

9. USER RESPONSIBILITIES

9.1. Users themselves are responsible for compliance with legal requirements and the assertion of claims arising from the contracts they have concluded. In particular, Stooper does not guarantee:

9.1.1. the accuracy and completeness of the statements and declarations made in relation to the Lister's Services offered,

9.1.2. the Lister's Services offered as such; and

9.1.3. the conduct and performance of the relevant Renter/Lister, respectively.

9.2. Users are required to comply with applicable laws when using the Platform and Service. 

9.3. Users may not use addresses, contact details and email addresses obtained through the use of Stooper for any purpose other than contractual and pre-contractual communication. In particular, it is forbidden to resell this data or use it to send advertising unless the respective Users have expressly consented to this in advance.

9.4. Users should obtain independent legal and tax advice before entering into any lease or sublease agreement.

9.5. If you choose to perform or obtain a background or credit check, you are responsible for complying with any applicable law. Stooper does not provide consumer reports. You acknowledge that you may not, and agree that you will not, use any information provided by Stooper as a factor in determining any person’s eligibility for credit, insurance, housing, or employment in a manner that would cause Stooper to be a “consumer reporting agency” or cause information you receive from Stooper to constitute a “consumer report,” each as described in the Fair Credit Reporting Act.

 

10. USER REPRESENTATIONS

10.1. By using the Platform, you represent and warrant that: 

10.1.1. all registration information you submit will be true, accurate, current, and complete;

10.1.2. you will maintain the accuracy of such information and promptly update such registration information as necessary;

10.1.3. you have the legal capacity, and you agree to comply with these Terms;

10.1.4. you are not under the age of 18;

10.1.5. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;

10.1.6. you will not use the Platform for any illegal or unauthorized purpose;

10.1.7. your use of the Platform will not violate any applicable law or regulation.

10.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

 

11. UPLOADING CONTENT

11.1. You irrevocably and unconditionally represent and warrant that any of your content, information, personal data (collectively “Content”) uploaded to our Platform complies with our Privacy Policy, the GDPR, the CCPA, and any other applicable laws.

11.2. By uploading any content to the Platform you are representing and warranting to us that you have not posted content that you do not own or for which you do not have the permission of the owner or any other relevant person who may have rights in or connected to such Content, including any Intellectual Property rights of another person or any individuals who appear in any photos or other images that you upload to the Platform. 

11.3. You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:

11.4. the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform; or

11.5. the loss of any content or data provided to us by you. You should keep a record of all such content and data. 

11.6. We will only use the content uploaded by you for the purposes of carrying out our services, carrying out our obligations in this Agreement and any other purpose expressly set out or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

11.7. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under applicable law.

11.8. You acknowledge that any Content that you post to the Platform may be seen by other users of the Platform.

11.9. You are responsible for your relationship with other members of the Platform.

11.10. You agree that you shall indemnify and compensate us for any loss, liability, claim, damage or expense (including reasonable legal fees and court fees) suffered by us as a result of:

11.11. any breach by you of the warranties and representations in clause 11.2; and

11.12. any third party claim against us in connection with any ads posted to the Platform under your account.

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12. LISTER ADVERTISEMENT COMPLIANCE

12.1. All advertisements for residential lease, sublease, or lease takeover agreements submitted by Listers for publication on the Platform must strictly adhere to the following requirements:

12.1.1. Each advertisement must exclusively pertain to the sublease or lease takeover of residential property.

12.1.2. All content within the advertisement must comply with all applicable legislation, regulations, and local ordinances.

12.1.3. Unless explicitly permitted as part of a separate agreement, each advertisement shall feature a single property with its own unique and identifiable mailing address. Advertising multiple distinct properties within a single advertisement is prohibited.

12.1.4. Advertisements must be specific to the property being offered for sublease or lease takeover. Generic advertisements describing building facilities where multiple units are available are not permitted, except as part of a separate agreement.

12.1.5. When advertising individual room(s) within a property, a single advertisement must list all available rooms for rent within that specific property.

12.1.6. Where multiple similar properties are advertised (e.g., within the same building complex), Listers must ensure that each advertisement is visually distinct through variations in photo order or the use of different photographs, clearly indicating it is a separate listing for a unique property and not a duplicate.

12.1.7. All information provided in the advertisement, including text, photographs, and videos, must be truthful, accurate to the best of the Lister's knowledge and belief, and not in any way misleading. All visual media must be current and accurately represent the advertised room(s) and/or property.

12.1.8. The Lister warrants and represents that they possess all necessary rights, licenses, and permissions to advertise and subsequently let the applicable room or property. We reserves the right to request proof of such rights and/or permissions.

12.1.9. Listers are expressly prohibited from posting multiple advertisements for the same room and/or property, submitting dummy or fake advertisements for unavailable properties, or deleting and reposting advertisements to manipulate their "new" status.

12.2. The Lister acknowledges that they are solely responsible for the content of their advertisements, including any errors, omissions, or inaccuracies. We reserve the right to refuse to list, deactivate, or edit any advertisement that, in its reasonable discretion, is deemed to violate these requirements or any other terms.

 

13. TAKE DOWN PROCEDURE

13.1. Although we take reasonable steps to scan listings that are posted to the Platform for spam and scams, we do not actively monitor all the ads and other user Content on the Platform. We do not therefore accept any responsibility or liability for any user Content on the Platform.

13.2. If you become aware that other members of the Platform have posted any ads or other Content that is inaccurate, inappropriate, offensive (or does not comply with any of the provisions of these Terms) you may notify us by contacting us at contact@stooper.com. 

13.3. We may, without notice, edit, revise or remove any ads or other Content posted to the Platform that, in our sole judgement, violates these Terms or may be offensive, illegal, inaccurate, misleading or may violate the rights, or harm or threaten the safety of any person. It is our policy to terminate the accounts of Users who repeatedly infringe the intellectual property rights of others.

13.4. For the avoidance of doubt, any decision we make in connection with the removal of any listings or other Content from the Platform is final and we accept no liability to you in respect of any such decision.

 

14. SERVICE DATA 

14.1. If you wish to use our Platform and its features, we process the data you provide (depending on how you are using our App) which may include Personal Data, and/or Special Category Personal Data that you make available to us (“Service Data”). 

14.2. You irrevocably and unconditionally represent and warrant that any of your Service Data uploaded and/or provided complies with our Privacy Policy, and all applicable data protection legislation.

14.3. You shall own all rights, titles, and interests in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of your Service Data. 

14.4. If we process any of your Service Data on your behalf when performing our obligations under these Terms, we and you agree that you shall be the data controller and we shall be a data processor, and in any such case: 

14.5. you shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf; 

14.6. you shall ensure that the relevant third parties have been informed of and have given their consent to such use, processing, and transfer as required by all applicable data protection legislation; 

14.7. we shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and

14.8. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction, or damage. 

 

15. FEES AND PAYMENTS 

15.1. All charges for the paid services (“Fees”) are posted on the App, or otherwise set forth in writing between us. You agree to pay for paid services according to these Terms. 

15.2. Any Fees due in relation to our Services must be paid by their due date for payment, as notified to you through our Services or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to our Services. 

15.3. Our Fees may be amended from time to time at our discretion. Your continued use of our Services will constitute acceptance of any amended Fees. 

15.4. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.

15.5. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption, or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.

15.6. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever. 

 

16. INTELLECTUAL PROPERTY

16.1. We do not claim any ownership of any Intellectual Property Rights in the Content that you post to the Platform. After posting any Content you retain all rights of ownership in it and you may use the Content in any way you choose (provided it does not breach these Terms).

16.2. By submitting any Content to the Platform you automatically grant us the indefinite worldwide right and license to use, host, store, reproduce, display, publish, perform, modify, manage, distribute, create derivative works, communicate, publicly display and distribute such Content as part of the Platform or as part of any materials used to operate, promote, advertise or improve the Platform. 

16.3. We will not be under any obligation whatsoever to pay you for any of the content you upload to the Platform.

 

17. BOOSTED LISTINGS

17.1. To increase visibility and attract Renters, Listers on Stooper may choose to participate in the Boosted Listings Program (“Boost(s)” or “Boosted Listings”). By opting into this feature, Listers authorize Stooper to promote their property listings more prominently within the Stooper Platform. Once applied, the ad remains Boosted for 24 hours.

17.2. Boosted Listings may be subject to additional fees, which will be clearly disclosed at the time of enrollment. These fees may be charged per listing, per day, or on a subscription basis. Applicable fees will be automatically deducted from the Lister’s account or billed to the payment method on file.

17.3. While Boosted Listings are designed to enhance exposure, Stooper does not guarantee specific outcomes, including but not limited to a rental agreement, number of views, or inquiry volume. Stooper disclaims all liability for the effectiveness or results of any Boosted Listing.

17.4. Listers may disable the Boosted Listing feature at any time through their Stooper dashboard. Stooper reserves the right to remove any listing from the Boosted Listings Program or discontinue the feature at its sole discretion, including in cases of policy violations or repeated negative Renter feedback.

17.5. Participation in the Boosted Listings Program does not exempt Listers from adhering to all other Stooper terms and policies, including content accuracy, fair housing laws, and community standards.

 

18. TERM AND TERMINATION

18.1. These Terms shall remain in full force and effect while you use the Platform. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses) to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the App or delete your account and any content or information that you posted at any time, without warning, at our sole discretion. 

18.2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

18.3. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

19. PROHIBITED USES

You may use our Services only for lawful purposes. You may not use our Services:

19.1. in any way that breaches any applicable local or international laws or regulations;

19.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

19.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and

19.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

19.5. You also agree:

19.6. not to reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of our Terms; and

19.7. not to publish, advertise, or offer any Listing or Sublet that violates laws or agreements that apply to you; 

19.8. not to offer or solicit prostitution or participate in or facilitate human trafficking.

19.9. not to use the name, logo, branding, or trademarks of Stooper or others without permission;

19.10. not to use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that is confusingly similar to any Stooper trademark, logo, or branding;

19.11. not to harvest information, with use of software or otherwise, from the Platform for purposes other than as specifically authorized under these Terms;

19.12. not to solicit any users of the Platform for purposes other than as specifically authorized under these Terms;

19.13. not to access without authority, interfere with, damage or disrupt:

19.14. any part of our Services;

19.15. any equipment or network on which our App and Service is stored; 

19.16. any software used in the provision of our Services; or 

19.17. any equipment or network or software owned or used by any third party.

 

20. WARRANTIES

20.1. While we make all efforts to maintain the accuracy of the information on our Services, we provide the services, Services and all related content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing. 

20.2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Services or any services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the services, our Services, the related content, or electronic communications sent by us are free of viruses or other harmful components. 

 

21. LIMITATION OF LIABILITY

21.1. We are not liable for the completeness, accuracy, or correctness of any information uploaded on our App and any related content. You expressly agree that your use of the services and our Platform, including reliance on any advice, is at your sole risk. 

21.2. You agree not to use the Services, our Platform and the Related Content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:

21.2.1. loss of profits, sales, business, or revenue;

21.2.2. business interruption;

21.2.3. loss of anticipated savings;

21.2.4. loss or corruption of data or information;

21.2.5. loss of business opportunity, goodwill or reputation; or

21.2.6. any other indirect or consequential loss or damage.

21.3. Nothing in these Terms shall limit or exclude our liability for:

21.3.1. death or personal injury resulting from our negligence; 

21.3.2. fraud; and/or

21.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

21.4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute or otherwise, is excluded to the fullest extent permitted by law.

21.5. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your device equipment, device programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on it, or on any content linked to it.

21.6. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

 

22. FORCE MAJEURE 

We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors and will notify you of such an event and its expected duration as soon as reasonably possible.

 

23. BINDING ARBITRATION

23.1. If we are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 

23.2. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Albany, New York unless the parties agree to a different locale, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA Website www.adr.org. 

23.3. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.

23.4. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. 

23.5. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law.

 

24. CLASS ACTION WAIVER

The parties agree that (i) no arbitration proceeding hereunder whether a consumer dispute or a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. The parties agree to arbitrate a consumer dispute or business dispute on an individual basis, and each waives the right to participate in a class action.

 

25. WAIVER OF JURY TRIAL

Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

 

26. OTHER IMPORTANT TERMS

26.1. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms. 

26.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

26.3. No joint venture, partnership, agency, or employment relationship has arisen by reason of these Terms.

26.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us.

26.5. Each Party acknowledges that, in entering into these Terms, it does not rely on any representation, warranty, or other provision except as expressly provided in these Terms, and all conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law

26.6. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

26.7. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

26.8. These Terms shall be governed by and construed in accordance with the laws of the state of New York, without regard to its choice of law provisions.