Terms Of Service
Last Update: January 11, 2020
1. “TERMS OF SERVICE” AGREEMENT
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS WITH VARIOUS SERVICE PROVIDERS. THIS SERVICE AGREEMENT IS VOID WHERE ITS USE MAY BE PROHIBITED.
5.LICENSE; NON-COMMERCIAL USE
Subject to Your compliance with the terms and conditions of this Agreement, Paladin grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access and make personal use of the Website in connection with Your use of the Services, and not to save, copy or download (other than page caching) or modify the Website, or any portion of it, except with the express written consent of Paladin in advance. This license does not include any resale or commercial use of the Website or its content; any derivative use of the Website or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Paladin in advance. All rights not expressly granted hereunder are reserved by Paladin. This Agreement grants You no rights in or to the intellectual property of Paladin or any other party. Paladin retains ownership of the Website and Services and all right, title, and interest therein, including without limitation all intellectual property rights therein, and You acknowledge and agree that You are acquiring only a limited right to use the Website and Services as licensed hereunder. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6.THIRD-PARTY SERVICES & CONTENT
“Third-Party Service” is any product or service made available by third-parties on, through, by means of, or in connection with the Website and its Services. Third-Party Services and Third-Party Content should not necessarily be relied on, and You hereby acknowledge and agree that it is Your sole responsibility to determine the accuracy, reliability, completeness and usefulness of any Third-Party Services, Third-Party Content, and/or Third-Party references to Paladin and its services for Financial Advisors or Firms. Third-Party Services and Third-Party Content are the sole responsibility of the third-party service and/or content provider. PALADIN DOES NOT: (I) REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL PALADIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON ANY THIRD-PARTY SERVICE, THIRD PARTY CLAIMS, OR THIRD-PARTY CONTENT MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING ANY THIRD-PARTY SERVICE, OR RELYING ON THIRD-PARTY CLAIMS OR CONTENT MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES.
7. RELATIONSHIP AND OBLIGATION OF PARTIES
You acknowledge and agree that Investors, Advisors, and Firms enter contracts directly with one other to obtain or provide financial advice, services, and products. Paladin is not a party to any contract between Investors, Advisors, and Firms for financial advice, services, and products, and is not involved in the contracting between Investors, Advisors, and Firms. All rights and obligations for financial advice, services, and products are solely between Investors, Advisors, and Firms.
8. CONSENT TO RECEIVE EMAIL FROM PALADIN
By using the Website and Services, You thereby consent to receive periodic email communications from Paladin regarding Services, Surveys, Newsletters, and other matters.
9. THIRD-PARTY PROVIDERS
The Website may be linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with Paladin and some of whom may not. Paladin does not have control over the content and performance of Third-Party Websites. PALADIN HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, PALADIN DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. PALADIN DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
10. OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) violate any provision of this Agreement or any other Paladin agreement or policy; or (h) are generally offensive or in bad taste, as determined by Paladin (collectively, “Objectionable Content”). PALADIN DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, Paladin reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. Paladin, in its sole discretion, may delete any Objectionable Content from its servers. Paladin intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
11. PROHIBITED USES
Paladin imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to Paladin or any other Website user; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) create more than one unique Advisor profile; (e) harvest or otherwise collect information about Paladin users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (j) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Paladin Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
12. INTELLECTUAL PROPERTY
A. COMPLIANCE WITH LAW
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOU BARE THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.
“Paladin Digital Marketing”, “Who’s Watching Your Money” (collectively, the “Paladin Marks”) are trademarks or registered trademarks of Paladin Internet Properties, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Paladin Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Paladin Marks generated as a result of Your use of the Website and Services will inure to the benefit of Paladin Internet Properties, Inc., and You agree to assign, and hereby do assign, all such goodwill to Paladin Internet Properties, Inc. You shall not at any time, nor shall You assist others to, challenge Paladin Internet Properties, Inc’s right, title, or interest in or to, or the validity of, the Paladin Marks.
C. COPYRIGHTED MATERIALS; COPYRIGHT NOTICE
All content and other materials available through the Website and Services, including without limitation the design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Paladin Internet Properties, Inc. or are the property of Paladin’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2009 to the present, Paladin Internet Properties, Inc. ALL RIGHTS RESERVED.
D. DMCA POLICY
As Paladin asks others to respect Paladin’s intellectual property rights, Paladin respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Paladin to delete, edit, or disable the material in question, you must provide Paladin with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Paladin to locate the material; (d) information reasonably sufficient to permit Paladin to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Paladin’s designated agent at: Email Copyright Agent: firstname.lastname@example.org
13. DISCLAIMERS; LIMITATION OF LIABILITY
A. NO WARRANTIES.
PALADIN, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW. PALADIN, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING OR ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PALADIN NOR ITS LICENSORS OR SUPPLIERS WARRANTS: (I) THAT THE WEBSITE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) THAT INFORMATION MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES IS ACCURATE, COMPLETE OR TIMELY; AND (IV) ADVISORS, THIRD-PARTY SERVICES, OR THIRD-PARTY CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
B. YOUR RESPONSIBILITY FOR LOSS OR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD PALADIN OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY FINANCIAL LOSS OR DAMAGE TO YOUR COMPUTERS OR DATA. THE WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
C. LIMITATION OF LIABILITY
THE LIABILITY OF PALADIN AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PALADIN OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO PALADIN OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF PALADIN AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO PALADIN DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY, OR $50.00, WHICHEVER IS GREATER. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PALADIN AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND PALADIN OR BETWEEN YOU AND ANY OF PALADIN’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. PALADIN’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
14. REPRESENTATIONS AND WARRANTIES
Without limiting any other provision of this Agreement, You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Paladin Policies, and with any applicable laws or regulations.
15. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless Paladin and its officers, directors, employees, agents, affiliates, representatives, sub-licensees, successors, assigns, and Industry Professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to Paladin or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation. The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
16. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Scottsdale, Arizona and shall be governed by and construed in accordance with the laws of the State of Arizona without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
A. REQUIREMENT OF ARBITRATION.
You agree that any dispute, of any nature whatsoever, between You and Paladin arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of JAMS in Scottsdale, Arizona (unless You and Paladin mutually agree to a different arbitrator) who shall render an award in accordance with JAMS’ Streamlined Arbitration Rules and Procedures and the substantive laws of Arizona. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS’ fee and reasonable attorney’s fees) to the prevailing party.
B. REMEDIES IN AID OF ARBITRATION; EQUITABLE RELIEF.
This agreement to arbitrate will not preclude You or Paladin from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Paladin from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING EQUITABLE RELIEF WILL BE THE FEDERAL AND STATE COURTS LOCATED IN SCOTTSDALE, ARIZONA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
A. BY PALADIN
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, PALADIN RESERVES THE RIGHT TO, IN PALADIN’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF SERVICES TO ANY PERSON OR FIRM FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
B. AUTOMATIC TERMINATION UPON BREACH BY YOU
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Paladin.
C. Termination By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to Paladin notice of Your intention to do so, in the manner required by this Agreement.
D. EFFECT OF TERMINATION
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use Paladin Services. Upon termination, Paladin may, but has no obligation to, in Paladin’s sole discretion, rescind any services, and/or delete from Paladin’s systems all Your Personal Information and any other files or information that You made available to Paladin or that otherwise relate to Your use of the Website or Services. Subsequent to termination, Paladin reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
E. LEGAL ACTION
If Paladin, in Paladin’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Paladin will be entitled to recover from You as part of such legal action, and You agree to pay, Paladin’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Paladin Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that certain Sections will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation, if applicable, to pay any service fees owed to Paladin.
All notices required or permitted to be given under this Agreement must be in writing. Paladin shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Paladin. You agree that any notice received from Paladin electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH PALADIN IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY PALADIN OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Paladin Digital Marketing by means of U.S. mail, postage paid, to 32531 North Scottsdale Road, 105-177, Scottsdale, Arizona 85266..
This Agreement constitutes the entire agreement between Paladin and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Paladin or by the unilateral amendment of this Agreement by Paladin and by the posting by Paladin of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Paladin. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to Paladin and Paladin’s licensors and suppliers, and would therefore entitle Paladin or Paladin’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement. The phrases and terms “background check”, “validation”, and “certification” are used on this website and in this agreement for convenience only and shall not limit, expand, modify or aid in the interpretation of this agreement.