Terms of Service

Last Updated: 3/13/2020

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Please read these Terms of Service (“Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at urbanleap.io (“Site”) and the online platform and associated services for connecting municipalities and other governmental entities with vendors accessible via the Site offered byUrbanLeap, Inc. (“UrbanLeap”). To make these Terms easier to read, the Site and use of our platform and our services via the Site are collectively called the “Services.”

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1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer), governmental entity or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
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2. Privacy Policy. Please refer to our Privacy Policy here for information on how we collect, use and share your information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
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3. Scope of Services.
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   (a) Nature of the Services. UrbanLeap provides, via the Services, an online platform that enables users associated with municipalities or other governmental entities (“Cities”) and users who are contractors and service providers (“Vendors”) to communicate and coordinate with each other for the provision and procurement of products, services and technologies in connection with certain projects and other undertakings that Cities desire to complete (“Projects”). Cities wishing to solicit submissions and other Vendor information for public projects may publish a Project listing to the Services with relevant information describing such Project, including applicable deadlines, specifications and other terms, restrictions and requirements governing the Project (the information, collectively, “Project Information”; the publication itself, a “Listing”). Vendors may submit responses, quotes, and proposals (collectively, “Submissions”) with details, descriptions, specifications, pricing, images and any other information relevant to the Project Information of the applicable Listing (collectively, “Submission Information”) to a Project via the Listing.
   
   YOU ACKNOWLEDGE AND AGREE THAT URBANLEAP PROVIDES THE SERVICES BUT URBANLEAP DOESNOT OWN, CREATE, PROVIDE, CONTROL, MANAGE, OFFER, DELIVER, OR SUPPLY ANY LISTINGS ORPROJECTS. CITIES ARE SOLELY RESPONSIBLE FOR THEIR LISTINGS AND THEIR PROJECTS. VENDORS ARESOLELY RESPONSIBLE FOR THEIR SUBMISSIONS.
   
   (b) Submitting a Submission. A Submission may be initiated by a Vendor by selecting the Listing and then following the prompts that appear on-screen via the Services. All requests are subject to review and acceptance by the City. Cities are not obligated to accept a Submission and may, at their discretion ,decline for any reason.
   
   (c) Nature of Transactions. The Services may be used to find, offer, submit and accept Submissions in response to Listings, but all agreements entered into with respect to Projects described in their respective Listings are between Cities and Vendors, and UrbanLeap is not a party to those transactions or agreements. Cities and Vendors acknowledge that UrbanLeap is not acting as an agent in any capacity for any Cities or Vendors, and will not be responsible for supervising, enforcing or monitoring any agreements or transactions that result from the Services.
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4. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services.If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because ourServices are evolving over time we may also enhance, change or discontinue all or any part of the Services, at any time and without notice, at our discretion[, however, if we discontinue the Services we will use reasonable efforts to provide you with advance notice and if you have prepaid Transaction Fees in connection with an uncompleted Project, we will refund a pro-rata portion of the unused Transaction Fees for such Project as of the date of such discontinuance.]
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5. Who May Use the Services?
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   ‍(a) You may use the Services only if you are capable of forming a binding contract with UrbanLeap, and not otherwise barred from using the Services under applicable law. For certain features of theServices you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend orterminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur undery our account.
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6. ‍Terms Specific for Cities.
   
   ‍(a) Other Agreement. We may, in our sole discretion, require Cities to execute a written purchase order or other subscription agreement with UrbanLeap (each, an “Other Agreement”) in order to utilize certain functionality within the Services, including the ability to post Listings and solicit Submissions through the Services.
   
   (b) Listing Requirements. When creating a Listing through the Services you must (i) ensure that all associated Project Information is accurate and not misleading or deceptive, and (ii) cooperate with any request for clarification or additional relevant information made by UrbanLeap. You are solely responsible for keeping your Listing up-to-date at all times, including ensuring that your ProjectInformation is accurate and properly relates to the Project identified in the Listing.
   
   (c) City Responsibilities. You represent and warrant that your use of the Services, including anyListing you post on the Services, will (i) not breach any agreements you have entered into with any third parties and (ii) comply with all applicable laws, tax requirements, and other rules and regulations. As aCity, you are responsible for your and your agents’ acts and omissions in connection with the Services.
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7. Terms Specific for Vendors.
   
   ‍(a) Nature of Submissions. You may place a Submission for a Project that is described in a Listing via the functionality of the Services. You are solely responsible for reading the full terms and conditions of the Listing before making a Submission. You understand and acknowledge that by making a Submission, you initiate a non-binding transaction representing your serious expression of interest in fulfilling theProject described in the Listing, and your Submission does not create a formal contract between aVendor and the applicable City.
   
   (b) Submission Requirements. When submitting a Submission for a Listing through the Services, you must (i) ensure that all associated Submission Information is accurate and not misleading or deceptive, and (ii) cooperate with any request for clarification or additional relevant information made byUrbanLeap. You are solely responsible for keeping your Submission and associated SubmissionInformation up-to-date at all times.
   
   (c) Vendor Responsibilities. You represent and warrant that your use of the Services, including anySubmission you make through the Services, will (i) not breach any agreements you have entered into with any third parties and (ii) comply with all applicable laws, tax requirements, and other rules and regulations. As a Vendor, you are responsible for your and your agents’ acts and omissions in connection with the Services. You further agree that as part of your use of the Services you may receive ProjectInformation that Cities consider to be confidential information. As such, if requested by an applicableCity or UrbanLeap, you will (A) keep and maintain the confidentiality of the Project Information that you access or receive through the Services; (B) not use the Project Information except as necessary to prepare and enter Submissions and/or perform obligations for the applicable Project to which suchProject Information relates; and (C) not disclose such Project Information to any other person or entity, other than in confidence to your employees and contractors on a “need to know” basis for the preparation and entry of Submissions and/or performance of obligations for the applicable Project to which such Project Information relates.
   
   (d) Transaction Fee. As a condition to allowing Vendors to engage with a City on a particular Project via the Services, UrbanLeap may impose certain transaction fees on Vendors, which fee may take the form of a percentage-based transaction fee or another form of fee, which we will either communicate to you through the Services or another writing (together with any applicable taxes, the “Transaction Fees”). If you agree to pay such communicated Transaction Fees in connection with such Project (either by acknowledging them via the Services or another writing), then you will pay such Transaction Fees toUrbanLeap in accordance with Section 7(e).
   
   (e) Payments. As a Vendor, you expressly authorize us (or our third-party payment processor) to charge you for the applicable Transaction Fees in connection with your use of the Services and you agree to the pricing, payment and billing policies applicable to such fees, as posted or otherwise communicated to you. We may ask you to supply additional information relevant to your payment, such as your credit card number and expiration date, account and routing number, or your email and postal addresses for billing and notification (such information, “Payment Information”). By making a payment, you authorize us to provide your Payment Information to third parties so we can complete your payment and to charge your payment method for the payment. You may need to provide additional information to verify your identity before completing your payment (such information is included within the definition of Payment Information). All payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. You represent and warrant that you have the legal right to use all payment method(s)represented by any such Payment Information.]
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8. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
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9. Your Content.
   
   ‍(a) Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, software, audio and video. Anything(other than Feedback) that you post or otherwise make available through the Services, is referred to as “Submitted Content”. UrbanLeap does not claim any ownership rights in any Submitted Content and nothing in these Terms will be deemed to restrict any rights that you may have to your SubmittedContent.
   
   (b) Permissions to Your Submitted Content. By making any Submitted Content available through the Services you hereby grant to UrbanLeap a non-exclusive, transferable, worldwide, royalty-free 4license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Submitted Content in connection with operating, supporting, improving, promoting and providing the Services.
   
   (c) Your Responsibility for Submitted Content. You are solely responsible for all your SubmittedContent. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your Submitted Content under these Terms. You represent and warrant that neither your Submitted Content, nor your use and provision of your Submitted Content to be made available through the Services, nor any use of your Submitted Content by UrbanLeap on or through theServices will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.(d) Removal of Submitted Content. You can remove your Submitted Content by specifically deleting it. You should know that in certain instances, some of your Submitted Content (such as posts or comments you make) may not be completely removed and copies of your Submitted Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Submitted Content.
   
   (e) UrbanLeap’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
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10. General Prohibitions and UrbanLeap’s Enforcement Rights. You agree not to do any of the following:
    
    (a) Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or(vii) promotes illegal or harmful activities or substances; or is otherwise inaccurate or misleading;
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    (b) Use, display, mirror or frame the Services or any individual element within the Services,UrbanLeap’s name, any UrbanLeap trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without UrbanLeap’s express written consent;
    
    (c) 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, or otherwise engage in any violent, harmful, abusive or disruptive behavior ;
    
    (d) Access, tamper with, or use non-public areas of the Services, UrbanLeap’s computer systems, orthe technical delivery systems of UrbanLeap’s providers;
    
    (e) Attempt to probe, scan or test the vulnerability of any UrbanLeap system or network or breachany security or authentication measures;
    
    (f) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent anytechnological measure implemented by UrbanLeap or any of UrbanLeap’s providers or any other thirdparty (including another user) to protect the Services;
    
    (g) Attempt to access or search the Services or download content from the Services using anyengine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data miningtools or the like) other than the software and/or search agents provided by UrbanLeap or other generallyavailable third-party web browsers;
    
    (h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam,chain letters or other form of solicitation;(i) Use any meta tags or other hidden text or metadata utilizing an UrbanLeap trademark, logo URLor product name without UrbanLeap’s express written consent;
    
    (j) Use the Services, or any portion thereof, for the benefit of any third party or in any manner notpermitted by these Terms;(k) Forge any TCP/IP packet header or any part of the header information in any email or newsgroupposting, or in any way use the Services to send altered, deceptive or false source-identifying information;
    
    (l) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used toprovide the Services;
    
    (m) Interfere with, or attempt to interfere with, the access of any user, host or network, including,without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
    
    (n) Collect or store any personally identifiable information from the Services from other users ofthe Services without their express permission;
    
    (o) Impersonate or misrepresent your affiliation with any person or entity;
    
    (p) Violate any applicable law or regulation; or
    
    (q) Encourage or enable any other individual to do any of the foregoing.
    
    UrbanLeap is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including Submitted Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
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11. DMCA/Copyright Policy. UrbanLeap respects copyright law and expects its users to do the same. It isUrbanLeap’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see UrbanLeap’s Copyright Policy here, for further information.
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12. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
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13. Termination. We may terminate your access to and use of the Services, at our sole discretion, at anytime and without notice to you, except as stated otherwise in any applicable Other Agreement to which we area party. You may cancel your account at any time by sending us an email at info@urbanleap.io. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive:7(d) and 7(e), only for payments due and owing to UrbanLeap prior to the termination, 9(a), 9(b), 9(c), 9(e), 13,14, 15, 16, 17, and 18.
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14. Warranty Disclaimers.
    
    ‍(a) IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO VOLUNTARILY AT YOUR OWN RISK. THE SERVICES (INCLUDING ANY CONTENT AND DATA THEREIN OR TRANSMITTED THEREBY) ARE PROVIDED“AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKENO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETE NESSOR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
    
    (b) IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY VENDOR THAT OFFERS A SUBMISSION VIA THE SERVICES OR THE EXISTENCE, ACCURACY, OR LEGALITY OF ANY PROJECT DESCRIBED IN A LISTING. URBANLEAP HAS NO CONTROL OVER AND DOES NOTGUARANTEE (I) THE EXISTENCE, QUALITY, OR LEGALITY OF ANY PROJECTS OR LISTINGS, (II) THE TRUTHOR ACCURACY OF ANY PROJECT INFORMATION, ANY SUBMISSION INFORMATION, OR OTHER CONTENTOR DATA MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES, OR (III) THEPERFORMANCE OR CONDUCT OF ANY USER OR THIRD PARTY. URBANLEAP DOES NOT ENDORSE ANYCITY, VENDOR, LISTING, OR SUBMISSION. URBANLEAP PROVIDES NO ENDORSEMENT, CERTIFICATIONOR GUARANTEE ABOUT ANY USER, INCLUDING OF THE USER’S IDENTITY, BACKGROUND, CLAIMEDAFFILIATION WITH ANY CORPORATION AND/OR MUNICIPALITY, OR WHETHER THE USER ISTRUSTWORTHY, SAFE OR SUITABLE. YOU SHOULD ALWAYS EXERCISE DUE DILIGENCE AND CARE WHENYOU POST A LISTING, SUBMIT A SUBMISSION, ACCEPT A SUBMISSION FROM A VENDOR, ORCOMMUNICATE AND INTERACT WITH OTHER USERS, WHETHER ONLINE OR IN PERSON.
    
    (c) YOU AGREE THAT YOUR PARTICIPATION IN THE SERVICES AND/OR PROVISION OF SERVICESRELATED TO ANY PROJECT OR LISTING MAY CARRY INHERENT RISK, AND BY POSTING A LISTING,SUBMITTING A SUBMISSION, OR USING IN THE SERVICES, YOU CHOOSE TO ASSUME THOSE RISKSVOLUNTARILY. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE.
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15. Indemnity. To the maximum extent permitted by applicable law, you will indemnify, defend and holdharmless UrbanLeap and its officers, directors, employees and agents, from and against any claims, disputes,demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal andaccounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) yourSubmitted Content, and (c) your violation of these Terms.
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16. Limitation of Liability.
    
    ‍(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER URBANLEAP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS,LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE 7INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OFANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT URBANLEAP OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, URBANLEAP SHALL HAVE NO LIABILITY FOR ANY (I) LOSS OF, OR DAMAGE TO, ANYTHING DESCRIBED IN A LISTING OR SUBMISSION, (II) LOSS, DAMAGE, INJURY OR DEATH IN RELATION TO ANY USER OR ANY THIRD PARTY ARISING FROM THE PARTIES’ ACTIONS TAKEN IN ACCORDANCE TO THE LISTINGS AND/OR SUBMISSIONS DESCRIBED IN THE SERVICES, OR (III) LOSS OR DAMAGE INCURRED BYTHE USER AS A RESULT OF ANY CLAIMS MADE BY A THIRD PARTY.
    
    (b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL URBANLEAP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID ORARE PAYABLE BY YOU TO URBANLEAP FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IFYOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO URBANLEAP, AS APPLICABLE.
    
    (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN URBANLEAP AND YOU.
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17. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction for all dispute, claim or controversy arising out of or relating to these User Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Submitted Content will be the state and federal courts located in the Northern District of California, and you and UrbanLeap each waive any objection to jurisdiction and venue in such courts.
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18. General Terms.
    
    ‍(a) Reservation of Rights. UrbanLeap and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that theServices are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
    
    (b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between UrbanLeap and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between UrbanLeap and you regarding theServices. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provision sof these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without UrbanLeap’s prior written consent. Any attempt by you to assignor transfer these Terms, without such consent, will be null. UrbanLeap may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    
    (c) Notices. Any notices or other communications provided by UrbanLeap under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    
    (d) Waiver of Rights. UrbanLeap’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of UrbanLeap. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
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19. Contact Information. If you have any questions about these Terms or the Services, please contactUrbanLeap at info@urbanleap.io or at 350 Townsend St, 312, San Francisco, CA 94107.