Terms of Use

Last Updated: February 28, 2018

Off Market Data Inc. ("Urbint," "we," "us," or "our") welcomes you. We provide you access to our website at www.urbint.com and data services platform (the website and such services are collectively referred to as the "Platform") subject to your compliance with the following Terms of Use ("Terms"), which may be updated by us from time to time without advance notice to you. By accessing the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy, which is hereby incorporated by reference. If you do not agree to any of these terms, then you may not use the Platform.

Capitalized terms not defined in these Terms shall have the meaning set forth in our Privacy Policy.

Use of our API is governed by a separate agreement.

1. Restrictions

The Platform is available only for individuals aged 18 years or older. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "you" and "your" will refer to that company or other legal entity. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Platform, without notice and without reason.

2. Changes to Terms and Services

We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability. If we update these Terms, we will let you know by posting the updated Terms to our website. It's important that you review the Terms whenever you use the Platform. If you continue to use the Platform after we have posted updated Terms, you are agreeing to be bound by the updated Terms.

3. Sign-In Name; Password; Unique Identifiers

If you wish to register for the Platform, you will be prompted to create an account ("Account"), which may include a sign-in name ("Sign-In Name"), a password ("Password"), and certain additional information that will assist in authenticating your identity when you log in to your Account in the future ("Unique Identifiers"). When creating your Account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Account, Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them, whether or not you know about them. You will promptly inform us of any unauthorized activity conducted through your Sign-In Name.

4. Intellectual Property

The Platform contains material, such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Urbint (collectively referred to as the "Content"). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

The trademarks, service marks, and logos of Urbint (the "Urbint Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of Urbint. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the "Third Party Trademarks," and, collectively with Urbint Trademarks, the "Trademarks"). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without prior written permission specific for each such use. All goodwill generated from the use of Urbint Trademarks inures to our bene t. Elements of the Platform are protected by trade dress, trademark and other state and federal laws and may not be copied or imitated in whole or in part, by any means.

Subject to your compliance with these Terms, Urbint grants to you a limited, non-exclusive, non- transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Platform.

5. User Content; Licenses

The Platform and our social media pages may allow you to post and upload content (collectively, "User Content"). You expressly acknowledge and agree that once you submit your User Content for inclusion into the Platform or our social media pages, it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT URBINT, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM OR OUR SOCIAL MEDIA PAGES.

As between us and you, you retain all ownership rights in and to your own User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. You do, however, hereby grant us and our sublicensees a non- exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for pro t) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your User Content, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote the Platform, Urbint, and our products and services.

If you submit User Content to us, each such submission constitutes a representation and warranty to Urbint that you have the rights necessary to grant the license to the User Content under the prior paragraph (including, without limitation, any sensitive or personally identi able information contained therein), and that it and its use by Urbint and its content partners as permitted by these Terms does not and will not infringe or misappropriate the intellectual property, privacy, or moral rights of any person or entity or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

You can remove your User Content by specifically deleting it. However, in certain circumstances, some of your User Content (such as posts or comments you make) may not be completely removed (such as for backup and archiving purposes, or to preserve the context of other comments made in a single comment thread) and copies of your User Content may continue to exist on the Platform. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

6. Communications with and Submissions to Us

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like ("Feedback"), you grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

7. General Prohibitions

You agree not to do any of the following:

a) Upload, post, e-mail, transmit, or otherwise make available any User Content (as defined below) that:

• infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

• is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or

• discloses any sensitive information about another person without the right or authority to do so, including that person's e-mail address, postal address, phone number, credit card information, or any similar information;

(b)  Access or use the Platform to collect any market research for a competing business;

(c)  Use, display, mirror or frame the Platform or any individual element within the Platform,

Urbint's name, any Urbint trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Urbint's express written consent;

(d) Access, tamper with, or use non-public areas of the Platform, Urbint's computer systems, or the technical delivery systems of Urbint's providers;

(e) Attempt to probe, scan or test the vulnerability of any Urbint system or network or breach any security or authentication measures;

(f) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Urbint or any of Urbint's providers or any other third party (including another user) to protect the Platform or Content;

(g) Attempt to access or search the Platform or Content or download Content from the Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Urbint or other generally available 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 a Urbint trademark, logo URL or product name without Urbint's express written consent;

(j) Use the Platform or Content, or any portion thereof, for any commercial purpose or for the bene t of any third party or in any manner not permitted by these Terms;

(k) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform or Content to send altered, deceptive or false source-identifying information;

(l) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform or Content;

(m) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, imposing (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure, flooding, spamming, or mail- bombing the Platform;

(n) Collect or store any personally identifiable information from the Platform from other users of the Platform 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.

8. Disclaimer of Warranties

YOU ACKNOWLEDGE THAT URBINT DOES NOT REPRESENT OR WARRANT THAT THE CONTENT AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE.

YOU ALSO ACKNOWLEDGE THAT THE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WITHOUT LIMITING THE FOREGOING, URBINT EXPLICITLY DISCLAIMS 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.

9. Limitation of Liability

WE AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE USE OR INABILITY TO USE THE PLATFORM OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO URBINT FOR USE OF THE PLATFORM OR CONTENT OR FIFTY UNITED STATES DOLLARS (USD $50) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN URBINT AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

10. External Sites

The Platform may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

11. Indemnity

You hereby represent, warrant, and covenant that:

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising out of or connected in any way with: (i) your breach of these Terms or; (ii) your use of the Content or the Platform.

12. Our Monitoring and Compliance with Applicable Laws

Although we're not obligated to monitor access to or use of the Platform or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Platform, 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 User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

The Platform is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

13. Termination of the Agreement

If you violate any part of this Terms, your permission to access the Content and the Platform automatically terminates and you must immediately destroy any copies you have made of the Content. We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. Sections 4 (except for the last paragraph), 5-9, 11, and 13-17 shall survive the termination of this Terms.

14. Controlling Law

This Terms and any action related thereto will be governed by the laws of the State of New York without regard to its con ict of laws provisions. The exclusive jurisdiction for all disputes, claims, or controversies arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content shall be the state and federal courts located in the Southern District of New York, and you and Urbint each waive any objection to jurisdiction and venue in such courts.

15. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Terms. We may, without waiving any other remedies under this Terms, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of any other pending suit.

16. Miscellaneous

(a) Entire Agreement. Except for any separate signed agreement between you and Urbint, these Terms constitute the entire and exclusive understanding and agreement between Urbint and you regarding the Platform and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Urbint and you regarding the Platform and Content. 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 provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Urbint's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Urbint may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the bene t of the parties, their successors and permitted assigns.

(b) Notices. Any notices or other communications provided by Urbint under these Terms, including those regarding modi cations to these Terms, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

(c) Waiver of Rights. Urbint'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 Urbint. 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.

17. Contact Information

If you have any questions about these Terms or the Platform, please contact us at hello@urbint.com.