Terms Of Service

Effective Date: JULY 24 2024

Welcome to the Alder FM, LLC (“Alder”, “we”, “us”, and “our”) website located at www.alderfm.com (the “Site”)and mobile application (“App”) and corresponding services offered by Alder. These Terms of Service (these “Terms”) govern your access to and use of our Site and App and corresponding services available therein (the “Platform”).

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ALDER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1. AGREEMENT TO TERMS

Alder provides the Platform to you only upon the condition that you accept these Terms. By accessing or using the Platform, you agree to theseTerms. If you do not accept these Terms, then you may not access or use the Platform. If you are accessing and using the Platform 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.

2. CHANGES TO TERMS OR PLATFORM

Alder may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Platform or through other communications. It’s important that you review the modified Terms because if you continue to use the Platform after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may no longer use the Platform. Because the Platform and our services are evolving over time, we may change or discontinue all or any part of thePlatform at any time and without notice, at our sole discretion.

3. OWNERSHIP

Alder Platform and Data. As between the parties, Alder is the sole owner of all rights, title and interest in and to the Platform including without limitation, the Platform console, tools, methods, know-how, inventions, features, data models, and data architecture provided or otherwise developed by Alder including without limitation, in connection with the provision of Marketplace Services and any updates, new versions, enhancements, modifications, adaptations, or improvements to the Platform. This includes without limitation, all worldwide patent rights (including patent applications and disclosures),copyright rights, trade secret rights, and other intellectual property rights recognized in any jurisdiction in the world (collectively, “Intellectual Property Rights”)therein. Alder hereby grants to you, during the Term, the limited revocable and non-transferable right to access and use the Platform for your internal business purposes only as set forth in these Terms.
Grant of License in De-identified Aggregate Data. Information that has been de-identified and aggregated so that it is not thereafter identifiable to you is “De-identified Aggregate Data”. You hereby grant to Alder, during the Term, a worldwide, non-exclusive, irrevocable, perpetual, non-transferable, non-sublicensable, royalty-free license to use, copy, reproduce, modify, create derivative works, and process as necessary, de-identified data, solely for the purpose of providing the Platform to Customer during theTerm, and thereafter, the right to use such De-identified Aggregate Data exclusively for Facilities Marketplace’s internal business purposes, including improving or adapting the De-Identified Aggregate Data, and for other current and future Alder products and services. If you would like Alder to delete your De-identified Aggregate Data upon the termination of theseTerms, then please contact our team at support@alderfm.com.

4. FEEDBACK

We welcome feedback, comments, and suggestions for improvements to the Platform and the Marketplace Services (“Feedback”). You can submit Feedback through the functionality available on the Platform or by mailing us at support@alderfm.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.

5. CONFIDENTIAL INFORMATION

Definition. “Confidential Information” means: (a) with respect to Alder, the Platform, Marketplace Services and any features produced by, and other information or documentation relating to, the Platform (including, without limitation, all Feedback), as well as any business or technical information of Alder, including, but not limited to, any information relating to product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is(i) designated as “confidential” or “proprietary” or (ii) based on the nature of the information or its disclosure, a reasonable person would understand that the information is confidential.
Exclusions. The obligations in Section 5 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without access to or use of any Confidential Information that can be evidenced in writing; or (d) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure. In addition, the receiving party may disclose such Confidential Information of the disclosing party that it is required to disclose pursuant to a court order or other judicial process provided, the receiving party shall first give the disclosing party prompt notice and only disclose the minimum amount of information required. Alder may further disclose under confidentiality the existence of these Terms to any of its investors, shareholders, or prospective investors or acquirers.
Restrictions.Neither party will use or disclose any Confidential Information, except as necessary for the performance of these Terms and each party will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of a similar nature and importance. Each party may disclose Confidential Information only to those of its employees who have a bona fide need to know such Confidential Information for the performance of these Terms; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms. To the extent there is a breach of Confidential Information or Intellectual Property Rights, each party may seek injunctive relief in any court of competent jurisdiction without the posting of a bond or other similar requirement.
Publicity. Alder may seek to publicly announce the existence of a business relationship between Alder and you, the Customer. In such instances, Alder will seek your consent in writing before announcing the business relationship between the parties. During the term of these Terms, Alder may use your name, trademarks and logos(collectively, “Customer Marks”) on Alder’s website and marketing materials to identify you as Alder’s customer, provided that Alder shall use commercially reasonable efforts to adhere to any usage guidelines provided by you with respect to the Customer Marks.

6. PAYMENT

General.
Service Providers set the price that they charge for Marketplace Services and you agree to pay such Service Fees in connection with your receipt of Marketplace Services. Through the payment functionality offered on the Site, Alder (or a third-party payment processor) may collect the Service Fees on behalf of the Service Providers, and those Service Fees will be remitted to Service Providers after deduction of a percentage of those Service Fees (“Alder Fees”). All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms.
Payment Terms
If paying by credit card or ACH on the Platform, you authorize Alder or its third-party payment processor to charge the invoiced amount at the time of invoice. If you are not paying by credit card or via ACH on the Platform, then you agree to pay invoiced amounts within seven (7) days of receipt of invoice. When paying with ACH, you acknowledge that the Platform may integrate ACH authorization services provided by Stripe, Inc. (“Stripe”). By setting up a bank account on the Platform and inputting online banking credentials for instant verification, Customer is granting Stripe the right, power and authority to access and transmit Customer’s information (such as from third party banks) as reasonably necessary to provide the ACH authorization services. Please review Stripe’s Terms of Service and Privacy Policy for more information. All Fees and payments are non-refundable and non-transferable except as expressly provided in these Terms.
Credit Card/ Bank Account on file.
You agree to place and maintain a valid credit card or bank account on file with Alder which will be kept on file on the Platform. You authorize Alder to process any and all outstanding past due balances and late fees against the credit card or bank account on file.
Late Payments.
Past-due payments will be subject to late payment charges of the lesser of: (a) three percent (3%) per month, or (b) the maximum rate allowed by law. If a payment becomes five (5) days or more overdue, we reserve the right to suspend your access to the Platform and Marketplace Services without liability to you, until payment is made in full. If any payment becomes ten (10) days or more overdue, we may terminate theseTerms and your access to the Platform and Marketplace Services upon notice to you. We have the right to change payment terms, including by requiring upfront payment for the Platform, at our discretion based on your payment history.
Taxes.
Unless otherwise stated, Alder’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively,“Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If Alder has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount will be invoiced to and paid by Customer. For clarity, Alder is solely responsible for taxes assessable against it based on Alder’s income or payroll.
Refunds.
Alder has no obligation to provide refunds or credits relating to any Marketplace Services but may do so in Alder’s sole discretion.

7. TERM AND TERMINATION

Term. These Terms commence on the date on which you accept them or begin using the Platform and, unless terminated earlier, will continue in effect for as long as you use the Platform and/or receive Marketplace Services.
Termination. Unless otherwise mutually agreed between you and the Service Provider in writing, you may only terminate Marketplace Services as set forth in this Section 7(b). For recurring Marketplace Services, the Marketplace Services will automatically renew except if terminated by providing 60-day written notice of termination and agreed-upon Fees will be charged. If you cancel a non-recurring Marketplace Service more than 24 hours before the scheduled start time of performance of that Marketplace Service, you will not be charged or invoiced for any labor Fees in respect of the terminated Marketplace Service. However, unless otherwise stated or described to you by the Service Provider providing the Marketplace Service, if you cancel the Marketplace Service within 24 hours of the scheduled start time for performance of that Marketplace Services, you will be charged and you agree to pay Fees equivalent to what would have been charged for the Marketplace Services.
Discontinuation. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Upon any termination or discontinuation of the Services or your account, the following Sections will survive: 3, 4, 5, 6, 7(d), 8, 9, 11, 12,13, 14, 15, and 16.
Effect of Termination. Upon any termination, your access to the platform will cease and you will owe anything currently owed under a Services Agreement.

8. ADDITIONAL TERMS AND CONDITIONS AND RELATED TO MARKETPLACE SERVICES

The relationship between you and the Platform. The Platform is a marketplace where you and third parties (including entities, persons, or businesses) who provide support services (including without limitation cleaning, task, handyman, technology, and other support services) (“Service Providers”) can identify, communicate, and contract for the provision and receipt of such services (“Marketplace Services”). Agreements between you and a Service Provider for Marketplace Services made using the functionality of the Platform are “Service Agreements”. The Service Provider will use the Platform to invoice you for the amounts due and payable for such Marketplace Services and you hereby agree to pay such amounts. Alder merely makes the Platform available to enable you and Service Providers to find and transact directly with each other, and you acknowledge, agree, and understand that Alder is not a party to any Service Agreement or other agreement between you and any Service Provider(s). Unless expressly stated to the contrary, we do not pre-qualify, review, or endorse Service Providers and we provide no representation or warranty as to the background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality of the ServiceProviders. If you use a Service Provider, you acknowledge that you are doing so at your own risk and that we will not be party to any disputes between you and a Service Provider. You hereby release and hold us harmless from any claims arising from your use of the Service Provider or the Service Provider’s provision of the Marketplace Services.
Use of the Marketplace Services. In connection with your use of Marketplace Services, you will provide the selected Service Provider with access to your sites and facilities during normal business hours and as otherwise reasonably required by the Marketplace Services Provider to perform the Marketplace Service.
Holiday Policy: The following holiday policy applies unless otherwise stated on your Marketplace Services scope of work. On the days listed below, Marketplace Services will not be provided (unless otherwise requested). Because Alder bills on a flat monthly basis, your monthly Fee is inclusive of the holidays listed below and further credit will not be applied. If service is requested for a holiday an additional holiday rate may be charged, which will be communicated to you if applicable.
- New Year’s Day
- MLK Day
- Presidents Day
- Memorial Day
- Independence Day
- Juneteenth Day
- Labor Day
- Indigenous Peoples’ Day
- Veterans Day
- Thanksgiving Holiday (both Thursday and Friday)
- DecemberHoliday (both Eve and the Day)
Additional Canceled Days of Service. If you would like to cancel additional days of service outside of the holidays listed above, please let your Alder representative know or reach out to support@alderfm.com at least two(2) weeks in advance. Service day cancellations will be reviewed on a case-by-case basis to determine whether a credit will be applied.
Non-Solicitation. We have invested, and will continue to invest, great effort and substantial cost and resources in curating and maintaining the Marketplace Services, and sourcing, vetting and developing our relationships with Service Providers. You agree that, during the term of these Terms and for a period of twenty four (24)months thereafter, you will not directly or indirectly solicit the services of any Service Provider (or any employees, contractors, or other personnel of aService Provider) who participated in the performance of Marketplace Services for your own benefit or for the benefit of any other person or entity. If any such unauthorized solicitation occurs and results in your hiring for employment, or engaging for services, one or more Service Providers (or any employees, contractors, or other personnel of the Service Provider), you agree to pay Alder liquidated damages in the amount of $30,000 for each such successful solicitation and hiring, in addition to any other remedies available to Alder at law.

9. GENERAL PROHIBITIONS

You agree not to do any of the following:

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) violate, or encourage 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) 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.

Use, display, mirror or frame the Platform, or any individual element within the Platform, Alder’s name, any Alder trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Alder’s express written consent;

Request, accept or make any payment for Service Fees outside of the Platform. If you do so, you acknowledge and agree that you:(i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Alder harmless from any liability for such payment;

Except as expressly permitted herein, transact with Service Providers which you have been introduced to via the Platform for Marketplace Services independent of the Platform, to circumvent fees or for any other reason;

Access to probe, scan, or test the vulnerability of any Alder system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measures implemented by Alder or any of Alder’s providers or any other third party (including another user) to protect the Platform;

Attempt to access or search the Platform 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 Alder or other generally available third party web browsers;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a Alder trademark, logo, URL or product name without [Alder]’s express written consent;

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 to send altered, deceptive or false source-identifying information;

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

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 Platform;

Collect or store any personally identifiable information from the Site or Platform from other users of the Platform without their express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

Although Alder is 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, or 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 that you post using via the Platform, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any 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.

10. LINKS TO THIRD PARTY WEBSITES OR RESOURCES

The Platform may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risks arising from, your use of any third-party websites or resources.

11. REPRESENTATIONS AND WARRANTIES

Mutual Representations and Warranties. Each party represents and warrants to the other party that (a) it has the legal power and authority to execute and deliver these Terms; and (b) the execution, delivery and performance of these Terms by it have been duly authorized by all necessary actions and do not violate its organizational documents.
Warranty Disclaimers. You acknowledge that the Platform, including the Marketplace Services, and all Alder Materials, are being provided on an“AS IS” basis. AlDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE MARKETPLACE SERVICES. WITHOUT LIMITING THE FOREGOING, FACILITIES MARKETPLACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, ALDER DOES NOT WARRANT OR GUARANTEE: (I) ANY RESULTS FROM THE USE OF THE MARKETPLACE SERVICES, OR (II)THAT THE PLATFORM WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. ALDER DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD PARTY APPLICATIONS OR DATA INCLUDING, ANY RESULTS OR REPORTS GENERATED FROM SUCH THIRD-PARTY DATA. IN ADDITION, ALDER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING ANY SERVICE PROVIDER OR MARKETPLACE SERVICE. ALDER PROVIDES NO ENDORSEMENT, CERTIFICATION OR GUARANTEE ABOUT ANY MARKETPLACE SERVICE OR SERVICE PROVIDER, INCLUDING WHETHER THE SERVICE PROVIDER IS QUALIFIED OR SUITABLE. ALDER HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY OF ANY SERVICE PROVIDER OR MARKETPLACE SERVICE OR THE PERFORMANCE OR CONDUCT OF ANY USER, SERVICE PROVIDER, OR THIRD PARTY.

12. INDEMNITY

YOU WILL INDEMNIFY AND HOLD ALDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR ACCESS TO OR USE OF THE SERVICES OR (B) YOUR VIOLATION OF THESE TERMS.

13. LIMITATION OF LIABILITY

EXCEPT FOR BREACH OF CONFIDENTIALITY AND CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT WILL ALDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA,BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS INCLUDING THE USE OF OR INABILITY TO USE THE PLATFORM OR FOR ANY ERROR OR DEFECT IN THE MARKETPLACE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT,WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ALDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

ALDER’S TOTAL AGGREGATE LIABILITY ARISING UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE FEES PAID BY YOU TO ALDER IN THE PRIOR 6 MONTHS. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. GOVERNING LAW AND FORUM CHOICE

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth inSection 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Alder are not required to arbitrate will be the state and federal courts located in New York County, New York, and you and Alder each waive any objection to jurisdiction and venue in such courts.

15. DISPUTE RESOLUTION

Any dispute arising out of, relating to or concerning these Terms (or any document comprising these Terms) shall, as a condition precedent to any arbitration or court proceeding, be mediated by the parties. The parties shall mutually agree upon a mediator and shall schedule and conduct mediation at a mutually convenient time and place. Each party shall bear its own costs, fees and expenses associated with such mediation, except that the parties agree to split equally the costs and expenses of the mediator and the conduct of the mediation itself. Any dispute which is not resolved by mediation and which arises out of, relates to or concerns these Terms may, be resolved by arbitration administered by the American ArbitrationAssociation under its commercial arbitration rules (except that discovery shall be permitted in accordance with the Federal Rules of Civil Procedure), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All arbitration hearings shall be conducted in NewYork City, New York. Each party will bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator or panel and the conduct of the arbitration itself. If for any reason the dispute is not resolved by arbitration, the parties agree that any civil action to decide such dispute shall be brought in the state and federal courts located in New York City, New York. Notwithstanding any provision to the contrary, you agree to bring any claim or dispute against Alder (including payment disputes) within one year after the occurrence of the event giving rise to such dispute. The laws of the State of NewYork, excluding its conflicts of law rules, shall govern these Terms, and all disputes arising out of or relating thereto. YOU AND ALDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate any third party claims with either party’s claims, and may not otherwise preside over any form of a presentative or class proceeding.

16. SMS MESSAGING CONSENT

Purpose of Messaging
By providing your contact information, you agree to receive SMS (Short Message Service) messages from Alder for purposes including, but not limited to:

Appointment reminders
Service updates and confirmations
Promotional offers
Billing notifications

Opt-In Requirement
The Client consents to receiving these communications by providing a valid mobile phone number.
Opt-Out Options
The Client may opt out of receiving SMS messages at any time by replying STOP to any message or contacting Alder directly. Upon opting out, the Client will no longer receive SMS communications unless they re-enroll.
Compliance and Costs
Alder complies with all applicable laws regarding SMS messaging, including the Telephone Consumer Protection Act (TCPA). Standard message and data rates may apply as determined by the Client’s mobile service provider.
Liability
Alder is not responsible for any delays, delivery failures, or other issues related to the receipt of SMS messages.

17. GENERAL TERMS

EntireAgreement. These Terms constitute the entire and exclusive understanding and agreement between Alder and you regarding the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Alder and you regarding the Platform. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Alder’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Alder may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Alder under these Terms, including those regarding modifications to these Terms, will be given by Alder: (i) via email; or (ii) by posting to the Site or App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver. Alder’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Alder. 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.
Force Majeure. Except for your payment obligations, if either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials, governmental restrictions, regulation or controls, judicial orders, enemy or hostile governmental action, terrorist act, civil commotion, riot, fire, earthquake, epidemic, pandemic, or natural disaster, or any other cause(except financial causes) beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such event.
Export Control. You agree to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to ensure that neither the Platform, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws.

18. PRIVACY POLICY

Please refer to Alder’s Privacy Policy for information on how Alder collects, uses and discloses information from users. You acknowledge and agree that your use of the Platform is subject to our Privacy Policy.

19. RIGHTS AND TERMS FOR APPS.

App License. If you comply with theseTerms, Alder grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
Additional Information: Apple App Store. ThisSection 18(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of theApp to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

20. CONTACT INFORMATION

If you have any questions about these Terms or the Platform please contact Alder at support@alderfm.com.