TERMS OF USE

OCT 20, 2023

Terms and Conditions for the Online Sale of Services
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS AND A CLASS ACTION WAIVER.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH PALITY, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

INTRODUCTION
These Terms of Use (the “Terms”) are entered into by and between you and Municipal Solvency Research, LLC dba Pality (“we,” “us,” or “our”). They govern your access and use of our Services (as defined in our Privacy Policy). By browsing, accessing, or using any of the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of the terms of the Agreement, then please do not use the Services, or any portion thereof.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the availability of any Services, or modify this Agreement, at any time and without prior notice. We encourage you to check these Terms and the “Last Update” date above whenever you access or use the Services. By continuing to access or use the Services after we have posted a modification to these Terms, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease accessing or using the Services.
Pality also offers fee-based products and services (including, from time to time, as free trials), which may offer access to certain data products and/or services (“Paid Products”). We provide access to and use of our Paid Products pursuant to commercial agreements, associated with the applicable Paid Products made available to you at the time of purchase (each, a “Commercial Agreement”). If there is a conflict between these Terms of Use and terms and conditions of the applicable Commercial Agreement associated with the Paid Products you are purchasing, the terms and conditions of the Commercial Agreement will take precedence with respect to the use of or access to such Paid Products.
Capitalized terms not defined in these Terms shall have the meaning set forth in our Privacy Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site.

Prices and Payment Terms.
(a) Prices posted on this Site may be different from prices offered by us through other sales channels. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. All taxes and charges will be added to your total and will be itemized your order confirmation email. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) We may offer, from time to time, promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

(c) Terms of payment are within our sole discretion and payment must be received by us before we accept an order.

2. ACCESS AND USE
The Services are offered and available to natural persons who are eighteen (18) years of age or older. By accessing and using the Services, you represent and warrant that you are of legal age to form a binding contract with Pality and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
Visitors to any of our Services (“Users”) are not required to log-in but can: (i) view all publicly available content on the Services; (ii) subscribe to Pality communications, alerts and other notifications; and/or (iii) contact us by clicking on the Contact Us link at the bottom of any page of this website.

3. USER GUIDELINES
a) By accessing or using the Services, you agree to comply with all applicable laws regarding your use of the Services, not use the Services for any unlawful purpose, and abide by the following user guidelines (the “User Guidelines”), meaning that you will not:

• i. Access or use the Services to collect any market research, including for a competing business;

ii. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

iii. Decompile, reverse engineer, or disassemble any software or other data or processes accessible through the Services;

iv. Attempt to probe, scan or test the vulnerability of any Pality systems or networks or breach any security or authentication measures;

v. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Pality or any of Pality’s providers or any other third party (including another User) to protect the Services;

vi. Interfere with, or attempt to interrupt the proper operation of, the Services through the use of any information collection or transmission mechanism, software or routine (including, without limitation, sending any virus, overloading, flooding, spamming, or mail-bombing the Services);

vii. Access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;

viii. Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Services, directly or indirectly, except for internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;

ix. Access or use non-public areas of the Services;

x. Cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;

xi. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and

xii. Use any meta tags or other hidden text or metadata utilizing a Pality trademark, logo URL or product name without Pality’s express written consent.

b) Although we are not obligated to monitor access to or use of the Services, we have the right to do so for the purpose of operating them, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

c) If you find something that violates our User Guidelines, please let us know, and we will review it.

4. INTELLECTUAL PROPERTY
a) The Services and all information and materials available on the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Pality and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any Services.

b) You may view all content on the Services (the “Content”) for your own personal or internal business use and not for any other use, including any commercial use, without our prior written consent. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited without our prior written consent.

c) Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.

d) The trademarks, service marks, and logos of Pality (the “Pality Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Pality. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Pality Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Pality Trademarks inures to our benefit.

5. DISCLAIMERS AND LIMITATIONS OF LIABILITY
a) THE SERVICES, AND INFORMATION AND CONTENT PROVIDED ON THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER PALITY NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND PALITY HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PALITY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR CURRENTNESS OF ANY CONTENT AVAILABLE ON THE SERVICES. PALITY PROVIDES ALL CONTENT FOR INFORMATIONAL PURPOSES AND YOU MUST EXERCISE YOUR OWN JUDGEMENT WITH RESPECT TO YOUR USE OF SUCH CONTENT. TO THE EXTENT THAT PALITY AND ITS SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

b) IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIFTY DOLLARS ($50).

c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

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

e) THE SERVICES AND THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON ANY OF THE SERVICES OR THE CONTENT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AND THE CONTENT AT ANY TIME WITHOUT NOTICE.

f) NEITHER PALITY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF PALITY, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY REPORTS OR OTHER INFORMATION REGARDING FURNISHED OR MADE AVAILABLE TO YOU AND YOUR REPRESENTATIVES.

6. INDEMNIFICATION
You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from:

• (i) your breach of this Agreement;

• (ii) your misuse of the Services or Content; and/or

(iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

7. COMMUNICATIONS WITH AND SUBMISSIONS TO US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

8. LINKING AND CITATION OF CONTENT
a) Pality does not object to links on third-party Services to our homepage in an appropriate context. However, “framing” or “mirroring” the Services or the Content is prohibited without the prior express written consent of Pality.

b) Under no circumstances may you use any robot, spider, scraping program, other automatic device or program, any manual process or any other technology or mechanism, to monitor, copy or reproduce the Content, or any Pality IP.

c) Any Content, or derivative works of such Content, approved for distribution must be marked © Pality 2023.

9. EXTERNAL SITES
The Services may contain links to third-party websites, mobile apps or other online properties (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the accuracy of materials on such External Sites. You should take precautions when downloading files from all websites, mobile apps and other online properties to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

10. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether any of the Services and/or the Content may be accessed or used outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction with respect to your access to and use of the Services.

11. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability. The Sections titled “Intellectual Property,” “Disclaimers and Limitation of Liability,” “Indemnification,” “Communications with and Submissions to us,” “Linking and Citation of Content,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous” shall survive the termination of this Agreement.

12. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of Florida without regard to its conflict of laws provisions.

13. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, Services or the Content provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in the “Equitable Relief” Section below, nothing in this Agreement shall prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

14. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.

16. MISCELLANEOUS
a) Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. 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.

b) Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

c) You may not assign or transfer this Agreement, by operation of law or otherwise, without Pality’s prior written consent. Pality may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

d) Any notices or other communications provided by Pality under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

e) The Services are operated by Pality. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to the Contact Us link at the bottom of any page of this website.