IMPORTANT — PLEASE READ: This Agreement contains a mandatory binding arbitration clause and class action waiver in Section 25. By accessing or using the Services, you agree to resolve all disputes through individual arbitration rather than in court. See Section 25 for details, including your right to opt out within thirty (30) days of first accepting this Agreement.
These Terms of Use (this “Agreement”) govern your access to and use of the Urban Lynx platform, services, websites, applications, APIs, and related software (collectively, the “Services”) provided by Urban Lynx, LLC, a Washington limited liability company headquartered in Seattle, Washington (“Urban Lynx,” “we,” or “us”). By executing an Order Form referencing this Agreement, creating an account, or otherwise accessing or using the Services, you (“Customer” or “you”) agree to be legally bound by this Agreement.
If you access the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and all references to “Customer” refer to that organization. Your use of the Services is also subject to Urban Lynx’s Privacy Policy (available at urbanlynx.com/privacy — link to be confirmed), which is incorporated into this Agreement by reference.
All capitalized terms used but not defined in the body of this Agreement have the meanings set forth below.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting securities of such entity.
"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services under Customer’s account.
"Beta Feature" means any functionality or service made available by Urban Lynx designated as “beta,” “pilot,” “preview,” “early access,” or similar experimental designation.
"Confidential Information" has the meaning set forth in Section 14.
"Customer Content" means all data, files, reports, text, and other materials submitted by Customer or its Authorized Users to the Services.
"Documentation" means user guides, help center articles, and technical specifications that Urban Lynx makes available to Customer in connection with the Services.
"Feedback" means suggestions, ideas, enhancement requests, recommendations, or other information relating to the Services provided by Customer or its Authorized Users to Urban Lynx.
"Order Form" means a written or electronic order document executed by the Parties that references this Agreement and specifies the Services purchased, subscription tier, seat counts, term, and fees.
"Personal Information" or "PII" means information that identifies or can reasonably be used to identify a natural person, as defined by applicable privacy laws.
"Public Data" means data derived from publicly available government datasets, including Seattle Open Data, King County parcel records, U.S. Census Bureau data, and similar municipal, county, state, or federal sources.
"Reports" means feasibility analyses, financial projections, zoning summaries, and similar outputs generated by the Services, in PDF, CSV, or other export formats.
"Subscription Term" means the period during which Customer is licensed to access the Services, as set forth in the applicable Order Form.
"Third-Party Materials" means software, data, APIs, content, and other materials owned or provided by third parties that are incorporated into, provided with, or accessed through the Services.
"Usage Data" means anonymized or aggregated data about how Customer and its Authorized Users interact with the Services, excluding Customer Content and PII.
Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, Urban Lynx grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services solely in connection with Customer’s lawful real estate, development, consulting, investment, lending, or related professional and business activities.
Access to the Services is limited to the number of Authorized User seats specified during account registration or in the applicable Order Form (if any). Customer is solely responsible for: (a) managing, verifying, and monitoring Authorized User access; (b) maintaining the confidentiality of all account credentials; and (c) ensuring that each Authorized User complies with this Agreement. Customer shall promptly notify Urban Lynx of any unauthorized access or security breach. Urban Lynx is not liable for any loss arising from unauthorized use of Customer’s credentials.
The Services may include collaborative organization workspaces where multiple Authorized Users can share, comment on, and co-edit work product. Customer is responsible for all activity within its organization workspace. Urban Lynx has no obligation to adjudicate internal Customer disputes about workspace access or permissions.
Urban Lynx reserves the right to modify, enhance, or discontinue any feature or component of the Services at any time, with reasonable advance notice where practicable. Urban Lynx will use commercially reasonable efforts to preserve core functionality throughout the Subscription Term.
The Services are intended primarily for professional, commercial, and business use by real estate, development, design, investment, consulting, lending, and related industry users. Eligible users include, without limitation, developers, architects, acquisitions professionals, analysts, investors, landowners, lenders, consultants, and institutional or private capital entities. By using the Services, you represent and warrant that:
The Services are not intended for use by consumers for personal, family, or household purposes. Urban Lynx reserves the right to suspend or terminate access if it determines, in its reasonable discretion, that a user is not acting in a professional or commercial capacity.
Subscription fees are charged automatically to the payment method Customer provides at registration, at the start of each billing cycle (monthly or annual, as selected during sign-up). For enterprise customers with a separately executed Order Form, fees and payment schedules are as specified therein. All fees are non-refundable, except that if Urban Lynx terminates this Agreement due to its own uncured material breach, Urban Lynx will provide a pro-rata refund for the unused portion of the then-current billing cycle.
Subscription fees are processed automatically via the payment method on file. If a charge fails, Urban Lynx will notify Customer and may retry the payment. If payment is not successfully collected within seven (7) days of the initial failure, Urban Lynx may suspend access to the Services in accordance with Section 21. Customer is responsible for keeping payment information current and accurate in their account settings.
All subscription fees are exclusive of applicable sales, use, value-added, and similar taxes. Customer is solely responsible for any such taxes arising from its use of the Services (excluding taxes on Urban Lynx’s net income). Where required by law, Urban Lynx may add applicable taxes to the charge processed to Customer’s payment method. Tax-exempt customers must provide valid exemption documentation to Urban Lynx before any charge is processed.
Customer may add or adjust Authorized User seats at any time through their account settings; changes take effect at the start of the next billing cycle. Subscriptions renew automatically at the end of each billing cycle at Urban Lynx’s then-current pricing unless Customer cancels before the renewal date via their account settings. Urban Lynx will provide at least thirty (30) days’ advance notice of any price increases before they take effect.
As between Customer and Urban Lynx, Customer retains all right, title, and interest in and to all Customer Content. Customer hereby grants Urban Lynx a limited, non-exclusive, royalty-free license to access, store, reproduce, process, and use Customer Content solely as necessary to: (a) provide and operate the Services; (b) perform Urban Lynx’s obligations under this Agreement; and (c) comply with applicable law.
Customer represents and warrants that it has all rights, licenses, and consents necessary to submit Customer Content to the Services, and that Customer Content does not: (a) infringe, misappropriate, or violate any intellectual property, privacy, or other rights of any third party; (b) contain PII of individuals without appropriate legal authorization; or (c) violate any applicable law or regulation.
Urban Lynx may collect and use Usage Data to operate, improve, and develop the Services. Urban Lynx will not sell or externally share Usage Data in a manner that identifies Customer or any individual Authorized User without Customer’s prior written consent.
Customer may share Reports with third parties (including lenders, investors, municipal agencies, and project stakeholders) subject to the following conditions:
Third parties receiving Reports may not rely on them as statements of fact or guarantees of development feasibility, investment performance, or regulatory approval.
Customer shall not, and shall ensure that no Authorized User shall:
The Services incorporate Public Data sourced from government datasets including, without limitation, Seattle Open Data, King County parcel data, and U.S. Census Bureau records. Customer acknowledges and agrees that:
The Services are designed to assist professional users in modeling real estate development feasibility scenarios. ALL OUTPUTS, PROJECTIONS, FINANCIAL MODELS, VALUATIONS, UNDERWRITING SUMMARIES, AND REPORTS GENERATED BY THE SERVICES ARE ILLUSTRATIVE ESTIMATES ONLY. Urban Lynx does not guarantee that any projected financial return, cost estimate, development timeline, zoning outcome, or permitting result will be achieved. Actual results may differ materially from projected outputs due to market conditions, regulatory changes, construction costs, financing availability, and numerous other factors outside Urban Lynx’s control.
CUSTOMER USES ALL FEASIBILITY OUTPUTS AND FINANCIAL PROJECTIONS AT ITS OWN RISK. CUSTOMER SHOULD NOT MAKE ANY INVESTMENT, LENDING, ACQUISITION, OR DEVELOPMENT DECISION BASED SOLELY ON OUTPUTS FROM THE SERVICES WITHOUT INDEPENDENT PROFESSIONAL ANALYSIS AND DUE DILIGENCE. Without limiting the foregoing, Urban Lynx does not guarantee, and expressly disclaims any representation regarding, permit approvals, entitlement outcomes, zoning interpretations, development rights, or any governmental or regulatory determination affecting any parcel or project.
Nothing in the Services or any Report, analysis, or output generated thereby constitutes legal, financial, tax, accounting, investment, engineering, architectural, or other licensed professional advice. Urban Lynx is a software and data platform provider, not a licensed real estate broker, attorney, financial advisor, engineer, or appraiser. Customer should always seek qualified professional advice appropriate to its specific circumstances before making any material business, investment, or development decision. Urban Lynx shall have no liability for any action taken or omitted in reliance on any Service output.
Urban Lynx may offer features that use machine learning, artificial intelligence, large language models, or other automated processing technology (“AI Features”), including natural language parcel search, automated report generation, and data summarization. Customer acknowledges and agrees that:
These Terms apply to all current and future AI Features introduced by Urban Lynx, including without limitation those described in Sections 9, 10, 17, and 18.
Urban Lynx may offer Beta Features to Customer on an optional basis. Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranty, uptime commitment, or support obligation. Urban Lynx may modify, limit, or discontinue Beta Features at any time without notice and without liability. Customer’s use of any Beta Feature is at its sole risk. Feedback provided by Customer in connection with Beta Features may be used by Urban Lynx in accordance with Section 15.3.
Urban Lynx maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction. Urban Lynx may make certain security information available upon written request, at its sole discretion.
Urban Lynx will retain Customer Content during the Subscription Term and for twelve (12) months after the expiration or termination of this Agreement (the “Retention Period”). During the Retention Period, Customer may export saved deal data, including saved scenarios and deal log entries, using the Services’ available export functionality. After the Retention Period, Urban Lynx may permanently delete all Customer Content without further notice.
Customer Content is expected to consist of property data, financial models, site plans, proformas, and similar professional real estate materials. Customer shall not intentionally upload Personal Information of third parties (such as names, contact details, or government-issued identification) to the Services. Urban Lynx is not responsible for the accuracy, completeness, or lawfulness of any Personal Information incidentally included in Customer Content.
"Confidential Information" means all technical, business, financial, and other information disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient”) that is marked as confidential or that the Recipient reasonably should understand to be confidential given the nature of the information and the circumstances of disclosure. Urban Lynx’s Confidential Information includes the Services, Documentation, pricing, technology, and trade secrets. Customer’s Confidential Information includes Customer Content and non-public business plans and strategies. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Recipient; (b) was in the Recipient’s lawful possession before disclosure; (c) is lawfully received from a third party without restriction; or (d) was independently developed by the Recipient without reference to the Disclosing Party’s Confidential Information.
The Recipient shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, attorneys, and advisors (“Representatives”) who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 14; and (c) use Confidential Information solely for the purposes permitted under this Agreement. Each Party shall be liable for any breach of this Section by its Representatives.
If the Recipient is legally compelled to disclose Confidential Information (e.g., by subpoena, court order, or regulatory requirement), the Recipient shall, to the extent permitted by law and practicable: (a) provide the Disclosing Party with prompt written notice before disclosure; (b) cooperate reasonably with the Disclosing Party in seeking a protective order or other appropriate relief; and (c) disclose only the minimum Confidential Information legally required.
Upon termination of this Agreement, or upon the Disclosing Party’s written request, the Recipient shall promptly return or destroy all Confidential Information (including all copies) and provide written certification of such return or destruction. Notwithstanding the foregoing, the Recipient may retain Confidential Information as required by applicable law or as automatically archived in standard backup media, provided such retained information remains subject to the confidentiality obligations of this Section 14. For clarity, Customer Content retained by Urban Lynx in accordance with the data retention provisions of Section 13.2 is governed by the terms of that Section and is not subject to the return or destruction requirements of this Section 14.4.
As between the Parties, Urban Lynx owns all right, title, and interest in and to the Services, including all underlying software, algorithms, models, data pipelines, interfaces, Documentation, and all intellectual property rights therein and all improvements, enhancements, or derivative works thereof. Nothing in this Agreement transfers or assigns any Urban Lynx intellectual property rights to Customer. Customer’s rights are limited to the license expressly granted in Section 2.1.
As between the Parties, Customer owns all right, title, and interest in and to Customer Content. Nothing in this Agreement transfers Customer Content ownership to Urban Lynx.
Customer hereby grants Urban Lynx an irrevocable, perpetual, worldwide, fully paid-up, royalty-free license to use, incorporate, reproduce, modify, and commercially exploit any Feedback for any purpose, without restriction, attribution, or compensation to Customer. To the extent applicable law does not permit assignment, Customer grants Urban Lynx the foregoing license in lieu of assignment.
Urban Lynx may use Usage Data to operate, maintain, improve, and develop the Services and its other products and services, subject to the limitations in Section 5.3.
Reports generated by the Services combine Customer Content (input data) and Urban Lynx-generated analysis and formatting. Customer owns its underlying input data; Urban Lynx grants Customer a perpetual, non-exclusive license to use, reproduce, and share the Report outputs for the purposes permitted in Section 6. Urban Lynx retains all rights in the methodology, templates, algorithms, and structures used to generate Reports.
Each Party represents and warrants to the other that: (a) it has full legal authority to enter into and perform this Agreement; (b) the execution, delivery, and performance of this Agreement do not conflict with any other agreement, law, or obligation binding on it; and (c) it will comply with all applicable federal, state, and local laws and regulations in performing its obligations hereunder.
Customer additionally represents and warrants that: (a) it has the right to submit all Customer Content to the Services and to authorize Urban Lynx to use it as contemplated herein; and (b) Customer’s use of the Services will comply with all applicable laws, regulations, and professional and regulatory requirements.
Urban Lynx will use commercially reasonable efforts to provide the Services substantially consistent with the Documentation during the Subscription Term. If Customer notifies Urban Lynx of a material failure to do so, Urban Lynx will use commercially reasonable efforts to address the reported issue. This obligation does not apply to: (a) Beta Features; (b) issues arising from Customer Content, misuse, or unauthorized modification of the Services; or (c) Third-Party Materials.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 16.3, THE SERVICES, ALL OUTPUTS, PUBLIC DATA, THIRD-PARTY MATERIALS, AI FEATURES, REPORTS, AND ALL OTHER ITEMS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. URBAN LYNX AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. URBAN LYNX DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; (B) THE SERVICES WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE, OR SECURE MANNER; (C) ANY DATA, OUTPUT, OR PROJECTION WILL BE ACCURATE, COMPLETE, OR CURRENT; OR (D) ANY DEFECT OR ERROR WILL BE CORRECTED.
IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
EXCEPT FOR: (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 19; AND (C) CLAIMS ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD—THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO URBAN LYNX DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
Customer agrees to defend, indemnify, and hold harmless Urban Lynx and its Affiliates, officers, directors, employees, licensors, and service providers (collectively, “Urban Lynx Indemnified Parties”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s or any Authorized User’s use or misuse of the Services; (b) Customer Content, including any claim that Customer Content infringes or violates any third-party rights; (c) Customer’s breach of this Agreement; or (d) any third-party claim arising from Reports shared by Customer under Section 6.
Urban Lynx agrees to defend, indemnify, and hold harmless Customer and its Affiliates, officers, and directors (“Customer Indemnified Parties”) from and against any third-party claim alleging that the Services (excluding Customer Content, Public Data, Third-Party Materials, Beta Features, and any portion modified by Customer), as used by Customer in accordance with this Agreement, directly infringe a U.S. registered copyright or issued U.S. patent (each, an “Infringement Claim”). If the Services become or are likely to become the subject of an Infringement Claim, Urban Lynx may, at its option: (i) modify or replace the infringing component so it is non-infringing; (ii) obtain a license enabling Customer’s continued use; or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and provide a pro-rata refund of pre-paid fees for the unused Subscription Term.
The Party seeking indemnification (the “Requesting Party”) shall: (a) promptly notify the indemnifying party (“Indemnifying Party”) in writing of any indemnifiable claim, provided that failure to provide timely notice shall only limit the indemnity to the extent the Indemnifying Party is materially prejudiced; (b) give the Indemnifying Party sole control of the defense and settlement negotiations, provided that the Indemnifying Party shall not settle any claim that imposes a non-monetary obligation on the Requesting Party without the Requesting Party’s prior written consent; and (c) provide all reasonable cooperation and assistance at the Indemnifying Party’s expense. The Requesting Party may participate in the defense at its own expense with counsel of its choice.
Urban Lynx will use commercially reasonable efforts to maintain the availability of the Services, subject to scheduled maintenance windows and unplanned outages. Urban Lynx does not guarantee uninterrupted or error-free access to the Services and shall not be liable for any damages caused by service unavailability, except as set forth in any Service Level Agreement (“SLA”) attached to or referenced in an Order Form.
Except for Customer’s payment obligations, neither Party shall be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, pandemic, epidemic, government orders, strikes, cyberattacks, internet or telecommunications outages, failure of third-party infrastructure not within the affected Party’s direct control, or acts of war or terrorism (each, a “Force Majeure Event”). The affected Party shall promptly notify the other and shall use commercially reasonable efforts to resume performance as soon as practicable.
Urban Lynx may, without terminating this Agreement, temporarily suspend Customer’s access to the Services, with prior written notice where reasonably practicable, if:
Urban Lynx will lift any suspension promptly upon resolution of the underlying issue. Urban Lynx shall not be liable for any damages arising from a suspension made in good faith in accordance with this Section 21.
This Agreement commences on the date Customer creates an account or executes an applicable Order Form (whichever is earlier) and continues for the Subscription Term, unless earlier terminated in accordance with this Section 22.
Either Party may terminate this Agreement immediately upon written notice if:
Additionally, Urban Lynx may terminate this Agreement upon written notice if Customer fails to pay any fees within ten (10) days after receiving written notice that such fees are past due.
Customer may cancel their subscription at any time through their account settings; cancellation takes effect at the end of the then-current billing cycle and no further charges will be made thereafter. Urban Lynx may terminate this Agreement for convenience by providing at least thirty (30) days’ prior written notice to Customer.
Upon expiration or termination of this Agreement for any reason: (a) all licenses granted to Customer immediately cease; (b) Customer shall promptly cease all use of the Services; (c) any fees payable for Services rendered through the termination date become immediately due and payable; and (d) each Party shall comply with the Confidential Information return and destruction obligations in Section 14.4. Urban Lynx’s obligation to provide Customer access to its Customer Content during the Retention Period under Section 13.2 shall survive termination.
The following Sections survive the expiration or termination of this Agreement: 1, 5.3, 6, 8, 9, 10, 11, 13.2, 14, 15, 16.1, 17, 18, 19, 22.4, 22.5, 23, 24, 25, and 26.
Urban Lynx respects the intellectual property rights of others. If you believe that content accessible through the Services infringes your copyright or other intellectual property rights, please send a written notice to:
Urban Lynx, LLC — Legal Department
Email: urbanlynxai@gmail.com
Your notice must include: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material with sufficient detail to locate it within the Services; (c) your contact information; (d) a statement of your good faith belief that the use is not authorized; (e) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on its behalf; and (f) your physical or electronic signature. Urban Lynx reserves the right to terminate accounts of repeat infringers in appropriate circumstances.
Neither Party shall use the name, logo, trademark, or trade name of the other Party in any press release, marketing material, website, client list, or other public communication without the other Party’s prior written consent in each instance. Urban Lynx acknowledges that Customer’s project pipeline, acquisitions activity, and development strategy may be commercially sensitive and confidential. Urban Lynx will not reference Customer in any public-facing context without Customer’s prior written approval.
This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Before commencing any arbitration or court proceeding, the Parties agree to attempt to resolve any dispute informally for at least sixty (60) days. The Party seeking resolution shall provide the other Party with written notice describing the dispute in reasonable detail. The Parties shall negotiate in good faith during that period. If the dispute is not resolved within sixty (60) days of written notice (or such longer period as the Parties agree in writing), either Party may proceed to arbitration as provided below.
SUBJECT TO SECTION 25.5, ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT—INCLUDING THOSE REGARDING ITS FORMATION, VALIDITY, BREACH, OR TERMINATION—SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT, RATHER THAN IN COURT. The arbitration shall be conducted by a single neutral arbitrator selected in accordance with the AAA Rules, and shall take place in Seattle, Washington, unless the Parties mutually agree otherwise. The arbitrator shall have authority to award any remedy that would be available in a court of competent jurisdiction. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
EACH PARTY AGREES THAT ANY CLAIM SHALL BE BROUGHT SOLELY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE ANY PERSON’S OR ENTITY’S CLAIMS WITH THOSE OF ANOTHER, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF SECTION 25.3 SHALL BE NULL AND VOID AND THE DISPUTE SHALL PROCEED IN COURT PURSUANT TO SECTION 25.5.
Either Party may bring an action in a court of competent jurisdiction for: (a) temporary injunctive or other equitable relief to preserve the status quo pending arbitration; (b) claims that qualify for small claims court on an individual basis; or (c) enforcement of an arbitration award. The exclusive venue for any court proceeding permitted under this Section 25.5, or for any dispute determined to be non-arbitrable, shall be the state or federal courts located in King County, Washington. Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection thereto.
AAA filing fees shall be allocated in accordance with the AAA Commercial Arbitration Rules. Each Party shall bear its own attorneys’ fees and costs in arbitration, unless the arbitrator determines that a claim was frivolous or brought in bad faith, in which case the arbitrator may award reasonable fees and costs against the non-prevailing Party.
Customer may opt out of the arbitration and class action waiver provisions of this Section 25 by providing Urban Lynx with a personally signed written notice of its election to opt out, sent by certified mail to Urban Lynx’s principal office or by email to urbanlynxai@gmail.com with confirmation of receipt, within thirty (30) days of first accepting this Agreement. If Customer validly opts out, any disputes shall be resolved exclusively in the state or federal courts of King County, Washington, subject to Section 25.1.
This Agreement, together with all Order Forms (if any) and any addenda incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, negotiations, and understandings, whether written or oral. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control solely with respect to the conflicting term.
Urban Lynx may update this Agreement from time to time. Urban Lynx will provide notice of material changes by email or by posting notice within the Services at least thirty (30) days before changes take effect (or such shorter period as required by applicable law). Customer’s continued use of the Services after the effective date of any update constitutes acceptance of the updated terms. If Customer does not agree to a material update, Customer may terminate this Agreement for convenience under Section 22.3 before the update takes effect.
Customer shall not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Urban Lynx’s prior written consent. Urban Lynx may freely assign this Agreement, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to Customer. Any purported assignment in violation of this Section shall be void.
Legal notices under this Agreement shall be in writing and may be delivered by: (a) email with confirmation of delivery or read receipt; (b) nationally recognized overnight courier; or (c) certified mail with return receipt requested. Notices to Urban Lynx shall be sent to urbanlynxai@gmail.com. Notices to Customer shall be sent to the email address associated with Customer's account or as specified in any applicable Order Form. Email notices are effective upon confirmed delivery; courier or mail notices are effective upon actual receipt.
The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship. Neither Party has authority to bind the other or to incur any obligation on the other’s behalf.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
No failure or delay by either Party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing and signed by the waiving Party.
The word “including” (and grammatical variations) means “including without limitation.” “Shall” and “will” are equally mandatory. “Or” is non-exclusive unless the context requires otherwise. Headings are for convenience only and do not affect the interpretation of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original ink signatures.
To the extent that any actual or pending change in law or regulation would materially affect Urban Lynx’s legal or commercial obligations under this Agreement, Urban Lynx may initiate a renegotiation of the relevant provisions upon written notice to Customer. If the Parties are unable to reach a negotiated resolution within thirty (30) days of such notice, Urban Lynx may terminate this Agreement for convenience, in which case Urban Lynx shall return to Customer any pre-paid fees for Services not yet rendered.
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Urban Lynx, LLC • Seattle, Washington • urbanlynxai@gmail.com