LEGAL TERMS AND CONDITIONS

AND TERMS OF USE

Welcome to Guardian Capital USA, LLC ("Company," "we," or "us"). By accessing our website, software, and related Services (the "Services"), you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree, you must discontinue use of the Services immediately.

Acceptance of Terms. By using the Services, you represent that you are at least 18 years old and have the legal authority to accept these Terms.

Access to Services. We grant you a limited, revocable, non-exclusive, and non-transferable license to use our Services for their intended purpose.

Fees and Payments. If you purchase our SaaS Services, you agree to pay the applicable monthly fees. All fees are non-refundable unless otherwise stated.

User Responsibilities. You agree to:

Provide accurate and up-to-date information when using the Services
Use the Services only for lawful purposes
Not misuse, interfere with, or disrupt the Services

Limitation of Liability. To the fullest extent permitted by law, Guardian Capital USA, LLC’s liability for any claim arising out of or related to the Services is limited to the monthly fee you paid to us for the Services.

We shall not be liable for any indirect, consequential, special, or punitive damages, including lost profits or data.

These Terms of Use ("Terms") govern your access or use, from within the United States and its territories and possessions, of the applications, websites, content, products, and services (the "Services," as more fully defined below in Section 3) made available in the United States and its territories and possessions and other countries as specified by GUARDIAN USA, LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "GUARDIAN"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND GUARDIAN. In these Terms, the words "including" and "include" mean "including, but not limited to."

By using Services, you expressly represent and warrant that (i) you are legally entitled to enter these Terms, (ii) you are at least 18 years old, and (iii) that you have the authority and capacity to enter into and abide by these Terms. If you reside in a jurisdiction which restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not access or use Services. Without limiting the foregoing, the Services are not available to children (persons under the age of 18).

GUARDIAN RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO (A) MODIFY OR UPDATE THE SERVICE AND/OR (B) THESE TERMS, OR ITS POLICIES RELATING TO THE SERVICE, AT ANY TIME, EFFECTIVE UPON POSTING OF AN UPDATED VERSION OF THESE TERMS ON THE SERVICE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO ALL SUCH CHANGES.

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. GUARDIAN may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH GUARDIAN ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

GUARDIAN may amend the Terms from time to time. Amendments will be effective upon GUARDIAN's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If GUARDIAN changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing GUARDIAN written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o GUARDIAN Capital USA, LLC (the name and current contact information for the registered agent in each state are available online here), or (b) by email from the email address associated with your Account to: change-dr@GUARDIANCapital.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).

GUARDIAN’s collection and use of personal information in connection with the Services is described in GUARDIAN's Privacy Statements located at www.GUARDIANcapitalusa.com/legal.

Third Party Interactions

During your use of the Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. GUARDIAN and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. GUARDIAN does not endorse any sites on the Internet that are linked through the Services, and in no event shall GUARDIAN or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. You recognize that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and GUARDIAN disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

GUARDIAN Intellectual Property

GUARDIAN alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. These Terms are not a sale and does not convey to you any rights of ownership in or related to the the Services, or any intellectual property rights owned by GUARDIAN. The GUARDIAN name, GUARDIAN logo, and the product names associated with the Services are trademarks of GUARDIAN or third parties, and no right or license is granted to use them.

Digital Millennium Copyright Act (the "DMCA"), as it relates to online service providers, like GUARDIAN, being asked to remove material that allegedly violates someone's copyright. We respect others' intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing, and to terminate the accounts of repeat alleged infringers;

Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against GUARDIAN on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against GUARDIAN, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against GUARDIAN by someone else.

Agreement to Binding Arbitration Between You and GUARDIAN.

You and GUARDIAN agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and GUARDIAN, and not in a court of law.

You acknowledge and agree that you and GUARDIAN are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and GUARDIAN otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and GUARDIAN each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and GUARDIAN otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and GUARDIAN submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. GUARDIAN will not seek, and hereby waives all rights GUARDIAN may have under applicable law to recover, attorneys' fees and expenses if GUARDIAN prevails in arbitration.

Changes.

Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if GUARDIAN changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing GUARDIAN written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o GUARDIAN Capital USA, LLC (the name and current contact information for the registered agent in each state are available online here), or (b) by email from the email address associated with your Account to: legal@GUARDIANcapitalusa.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and GUARDIAN in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

The Services

The Services comprise mobile applications and related services (each, an "Application"), which enable users to arrange and schedule services and/or delivery services and/or to purchase certain goods, including with third party providers of such services and goods under agreement with GUARDIAN or certain of GUARDIAN's affiliates ("Third Party Providers").

GUARDIAN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. GUARDIAN DOES NOT REPRESENT OR WARRANT THAT

a. THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,

b. THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,

c. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,

d. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,

e. ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR

f. THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GUARDIAN. GUARDIAN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

In certain instances the Services may also include an option to receive derivative services, deliveries, logistics and/or delivery services for an upfront price, subject to acceptance by the respective Third Party Providers. Unless otherwise agreed by GUARDIAN in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN AND ORDER AND/OR PURCHASE SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH GUARDIAN AS A PROVIDER OF SUCH SERVICES.

License.

Subject to your compliance with these Terms, GUARDIAN grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by GUARDIAN and GUARDIAN's licensors.

Restrictions.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by GUARDIAN; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Ownership.

The Services and all rights therein are and shall remain GUARDIAN's property or the property of GUARDIAN's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner GUARDIAN's company names, logos, product and service names, trademarks or services marks or those of GUARDIAN's licensors.

Access and Use of the Services

Term and Termination of Terms

These Terms is effective upon the use of the Services. You or GUARDIAN may terminate your participation in the Services at any time, for any reason and GUARDIAN may prohibit your use of the Services at any time in its sole discretion. These Terms, and any subsequent modification of these Terms, shall remain in effect at all times after you or GUARDIAN terminate your participation or access to the Services.

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to GUARDIAN certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by GUARDIAN. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by GUARDIAN in writing, you may only possess one Account.

User Provided Content.

GUARDIAN may, in GUARDIAN's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to GUARDIAN through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to GUARDIAN, you grant GUARDIAN a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and GUARDIAN's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant GUARDIAN the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor GUARDIAN's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by GUARDIAN in its sole discretion, whether or not such material may be protected by law. GUARDIAN may, but shall not be obligated to, review, monitor, or remove User Content, at GUARDIAN's sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. GUARDIAN does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Other Miscellaneous Provisions

The failure of GUARDIAN to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GUARDIAN in writing.

These Terms comprise the entire agreement between you and GUARDIAN and supersedes all prior or contemporaneous negotiations, discussions or terms, whether written or oral, between the parties regarding the subject matter contained herein.

Other Party Terms – Carrier or Hardware and Software Provider Terms may be applicable

These Terms apply to your use of all the Services, including the applications available via the App Store (the "Application"), but the following additional terms also apply to the Application:

(a) Both you and GUARDIAN acknowledge that the Terms are concluded between you and GUARDIAN only, and not with Third-Party, and that Third-Party is not responsible for the Application or the Content;

(b) The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;

(d) You acknowledge and agree that Third-Party has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

(e) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

(f) Both you and GUARDIAN acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

(g) Both you and GUARDIAN acknowledge and agree that Third-Party and Third-Party's subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Third-Party will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

Payment

Please refer to the payment agreement and such platform terms of use and information.

Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." GUARDIAN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, GUARDIAN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. GUARDIAN DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY.

GUARDIAN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF GUARDIAN, EVEN IF GUARDIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GUARDIAN SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF GUARDIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GUARDIAN SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND GUARDIAN'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING ANY SERVICES REQUESTED THROUGH SOME REQUEST PRODUCTS MAY OFFER PEER-TO-PEER ANY SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GUARDIAN’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON GUARDIAN’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity.

You agree to indemnify and hold GUARDIAN and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) GUARDIAN's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

Other Provisions

Choice of Law.

These Terms are governed by and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-New Yorkers to assert claims under New York law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of New York law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending New York law to you if you do not otherwise reside in New York. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to GUARDIAN's designated agent. Please visit GUARDIAN's web page at https://www.GUARDIANcapitalusa.com/legal for the designated address and additional information.

Notice.

GUARDIAN may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by email or first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to GUARDIAN, with such notice deemed given when received by GUARDIAN, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o GUARDIAN Capital USA, LLC. The name and current contact information for the registered agent in each state are available online here.

General.

There is no joint-venture or any partnership whatsoever created by this agreement between You and GUARDIAN. You may not assign these Terms without GUARDIAN's prior written approval. GUARDIAN may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of GUARDIAN's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, GUARDIAN or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. GUARDIAN's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GUARDIAN in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

Effective: December 23, 2024