Solid Financial Terms of Service
Series Terms of Service
PLEASE READ THE TERMS OF SERVICE CAREFULLY. THE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF AND PARTICIPATION ON THE SERVICE (DEFINED BELOW).
THESE TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Disclaimer: The Company, by providing ChatGPT and related AI-based programs to its customers, hereby informs all customers and users that the information provided by our AI systems is intended for general informational purposes only. While the Company strives to offer accurate and helpful content, customers and users must understand and accept that they assume all risks associated with relying on this information. The Company does not endorse or guarantee the accuracy, completeness, or applicability of the content for specific circumstances. For critical matters involving financial, legal, or medical advice, the Company strongly recommends consulting with a licensed professional who can provide personalized guidance tailored to your unique needs. Using ChatGPT or related AI-based programs should not be a substitute for seeking qualified advice from professionals in these respective fields.
If You Want to Use the Service,
then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
While not a banking provider ourselves, Series may now or in the future provide banking and other financial services for businesses and consumers through a third party provider, the details of which are provided in this agreement. Businesses may only use the Service for business purposes, and a business’s use of or access to the Service for consumer or non-commercial purposes is strictly prohibited and in violation of these Terms. Consumers may only use the Service for personal purposes, and a consumer’s use of or access to the Service for business or commercial purposes is strictly prohibited and in violation of these Terms.
The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms—such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes—we would not make the Service available to you. These Terms are not intended to modify any disclosures or other terms that are required by law.
By accessing and/or using the Service, you agree to be bound by these Terms. The Customer bears sole responsibility for adhering to all policies, account and card agreements, client agreements, disclosures, and other relevant documents provided or mandated by the Company's banking-as-a-service providers, its sponsoring bank, partner financial institutions, or bank service providers in collaboration with Solid Financial Technologies (collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Nothing contained on the Service is intended to constitute tax or financial advice. The information and materials on the Service are not intended as an offer or solicitation for the purchase of stock, any other security or any financial instrument of Series, its affiliates, or any other issuer or company. No content or comments made by Series, its employees, agents or any other user should be understood or used as the basis for any investment or financial decision, nor should they be construed as advice, endorsements or recommendations. You are responsible for all financial decisions you make on the Service or based upon information you obtain on the Service. Series’ products and services are offered to you upon the express condition that you will fully evaluate your own financial circumstances, the terms of the products and services, are fully responsible for your own financial decisions. Only you can consider your financial situation and circumstances. You agree to pursue a Series product or service only after you have determined it is right for you.
Full Details of the Series Terms of Service
1. Service Features and Access, Identity Authentication and Background Checks
A. Service Features.
(i) Overview. By creating a Series account, you may receive access to the various features on the Service, including, but not limited to, a demand deposit account (your “Series Deposit Account”), virtual and physical cards that you can use to make purchases using funds in your Series Deposit Account (your “Series Cards”), debt financing, and other services as made available from time to time by Series and/or Solid Financial Technologies Inc. (hereinafter “Solid”) and by Lewis & Clark Bank, Member FDIC (our “Banking Services Provider”). We may establish and maintain any other functionality from time to time and in our sole discretion.
(ii) Series Deposit Account. By creating a Series account, you may have access to a Series Deposit Account—a demand deposit account held with us or our Banking Services Provider, subject to these Terms and any Additional Terms. The Federal Deposit Insurance Corporation fully insures your funds up to $250,000; for more information, see https://www.fdic.gov/resources/deposit-insurance/. Commercial checking accounts are provided by Lewis & Clark Bank, Member FDIC. Your Series Deposit Account may be used in connection with the provision of the other features. You may also use your Series Deposit Account to the extent provided in any Additional Terms.
(iii) Series Virtual and Physical Cards. By creating a Series account, you may have access to Series Cards.
- Requesting and Receiving Series Cards. When you sign up for a Series Deposit Account for your business, upon request you may be issued one physical Series Card. You may request additional virtual and physical Series Cards for your employees, contractors, or other people affiliated with your business.
- Spending Limits, Payments, and Refunds. The available funds in your Deposit Account limit spending on your Series Cards. Your Series Card transactions will be settled as they occur by debiting your Series Deposit Account in an amount equal to each Series Card transaction. Refunds to your Series Card will be applied to your Series Deposit Account. Use your Series Card for preauthorized, recurring, or membership payments. You should regularly monitor the available funds in your Series Deposit Account to ensure that funds are available to make those payments. If funds are not available at the time a preauthorized, recurring or membership payment is attempted on your Series Card, the transaction will ordinarily be declined. We will generally decline transactions attempted on your Series Card that would overdraw your Series Deposit Account. If, however, we do not decline a transaction and that transaction does overdraw your account, we may limit your ability to use other features or spend additional funds from your Series Deposit Account until your Series Deposit Account has a positive balance and the transaction that has overdrawn your account has been paid. For more information related to the manner in which your Series Card transactions are debited and settled, refer to the Series Card Agreement provided to you at the time of opening your Series Account and requesting a Series Card.
- Disputes. If you have a dispute about a purchase on your Series Card that you cannot resolve with the merchant directly (a “Disputed Charge”), please contact us at firstname.lastname@example.org as soon as possible, and in all cases within sixty (60) days of the charge, in accordance with applicable laws. We cannot help you with the Disputed Charges you reported to us more than sixty (60) days after the charge appears on your account. Disputed Charges will remain debited from your Series Deposit Account while we determine the outcome of the dispute, in accordance with applicable laws. We will resolve all disputes in a commercially reasonable timeframe, in accordance with applicable laws. If we determine you should be reimbursed, we will credit the amount of the Disputed Charge back to your Series Deposit Account and you will not be charged any fees. If we determine that the Disputed Charge was valid, your Series Deposit Account will not be reimbursed, and you will be charged a fee as may be set forth in the Fee Schedule in Section 4 or provided to you at the time you open a Series Account, periodically when fees or charges change, or upon request. You assign and transfer to us any rights and claims, excluding tort claims, that you have against a merchant for any Disputed Charge that is fully or partially credited to your Series Deposit Account. We may assign and transfer the rights you assign and transfer to us under this provision to the Series Card Issuer (defined below).
- Records, Fees, and Communication. All transaction records and periodic statements may be found in your dashboard for your account. All fees associated with the Series Cards may be found in the Series Card Agreement provided to you at the time of opening your Series Account and requesting a Series Card.
(iv) Mobile Remote Deposit Capture. By creating a Series account, you may have access to Mobile Deposit, which allows you to remotely deposit paper checks into your Series Deposit Account through the Series App. Mobile Deposit allows for the deposit, processing, and collection of a check. When using Mobile Deposit, you may also be subject to Additional Terms, including any funds availability disclosure section of those terms. We reserve the right to reject any deposit for any reason.
- Depositing Your Check. You are responsible for creating an accurate deposit. To deposit your check, you must endorse the check, enter the correct amount of the check (you are liable for any errors you make during the deposit process), and create a check image using the camera on your mobile device to take a picture of the front and back of your check. You may only deposit eligible items through the mobile remote deposit capture service. To mitigate the risk of fraud or the presentment of duplicate items, you agree to mark on the original paper check that the item has been deposited electronically. You also agree to retain all checks deposited via mobile remote deposit capture for at least two business days after the deposit is made and to destroy all deposited checks as soon as reasonably possible, and in no event later than thirty (30) days after the deposit.
- Returned Items. You acknowledge and agree that we may charge you any fees associated with a returned item if a check is returned to us for any reason.
- Representations and Warranties. In addition to any other representations and warranties applicable to your Series Deposit Account, concerning each deposit, you make any representation or warranty that would have applied had you deposited the original paper check. This includes representations and warranties on your behalf when we transfer, present, or originate the deposit created from your check image. These representations and warranties include but are not limited to, that: (a) the transmissions contain accurate images of the front and back of the original checks; (b) the transmissions contain all necessary endorsements; and (c) no depository bank, drawee, drawer, or endorser will be asked to make a payment based on an item that it has already paid.
(v) Digital Checks. You may send digital checks to payees from your Series Deposit Account. Payees can print the digital check or present the digital check via email or other electronic means to the payee’s bank for deposit. By creating and authorizing the issuance of a digital check or remotely created check (“RCC”), you authorize Series to honor the RCC in the amount and to the payee stated on the RCC even though the RCCs do not contain your signature. You authorize Series to debit your account for any claim or return based upon an unauthorized RCC and you agree to indemnify and hold Series harmless from and against any claims, liabilities, costs and expenses (including attorney’s fees) resulting directly or indirectly from any breach of the foregoing warranty.
(vi) NO LEGAL, TAX, OR FINANCIAL ADVICE. SERIES DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SERVICE. SERIES IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. SERIES ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING OTHER FINANCIAL DECISION.
C. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and certain information. This may include asking you for further information, requiring you to provide your company information, date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources, thus obtaining and verifying all documentation and identification for the beneficiary owners. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require additional information from you to verify your identity and/or the identity of your business, to obtain other information about you and/or your business, to open and maintain accounts and aspects of the Service, to assess your financial condition, and to evaluate the risks associated with your business. You expressly consent and authorize us to retrieve information about you and/or your business and its owners or directors from our vendors and other third parties to assess the history and risks of the business and to prevent fraud, including by obtaining information from credit reporting agencies and information bureaus, which you authorize and direct to compile and provide such information to us. Series reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information.
D. Background Checks. Series reserves the right, at our discretion, to perform any and all reasonable investigations for the purpose of verifying information about you, such as source of funds, credit profile, background history, and criminal history along with all documentation and identification for determining the beneficiary owners. When you register for an account on the Service, you authorize and consent for Series to conduct a background check on you, including, without limitation, for the purpose of fulfilling federal and state compliance obligations. You expressly waive the right to receive any disclosures that would normally be required to be made to you by applicable laws as part of an employment screening as you acknowledge that the purpose of the background check is not for employment purposes but rather to ensure lawful and proper use the Service. Series may use a third party service provider to issue the background check and you authorize Series to provide your information to such third party for purposes of obtaining such background check. To the extent you fail the background check, in Series’ sole and absolute discretion, you may be denied the ability to access and use the Service. SERIES RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS OR OTHER THIRD PARTY SOURCES. YOU EXPRESSLY CONSENT TO SERIES CONDUCTING SUCH A BACKGROUND CHECK AT THE TIME YOU REGISTER FOR AN ACCOUNT ON THE SERVICE.
2. Content, Ownership, Limited License, and Rights of Others
A. Content. The Service contains a variety of: (i) materials and other items relating to Series, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Series (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by Series, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Series or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Series owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License to Content. Subject to your strict compliance with these Terms (including payment of any requested membership fee pursuant to Section 4 (if any)) and any Additional Terms, Series grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone, or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Series’ sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of Series and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Series; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Series, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User-Generated Content (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; (ix): (a) use false or deceptive identities, names, accounts, or other personal information; (b) deploy or otherwise use bots, malware, viruses, or scrapers; (c) engage in any activities that are designed to defraud or game Series or third parties; or (e) deploy, or permit any third party to deploy, any technology on, or in connection with, Series or Series branded sites, systems, or services that can enable the tracking of Service activities or users, except with Series’ prior express written approval; or (x) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Series or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. Series may immediately modify, interrupt, suspend, or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Series’ sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Series and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
4. Terms Applicable to Fees
A. Generally. To use the products and services available on the Service, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence and may be required to pay a recurring membership fee for your account. To pay the fee, we will debit the fee amount from your Series Deposit Account balance, even if the fee makes your balance negative, or another payment method that you authorize, such as a valid credit/debit card or bank account. To authorize another payment method to pay the fee, you will be required to provide us with the following, as applicable: (i) your name as it appears on the card or bank account, (ii) your credit/debit card number or bank account number, (iii) your bank account financial institution and routing number, (iv) the credit/debit card type, (v) the date of expiration, or (vi) any activation numbers or codes needed to charge your card or otherwise use a valid gift card. By submitting credit card information to us or our third party credit card processor, you agree that you authorize us and/or our processor to charge your card at our convenience but within thirty (30) days of credit card authorization. For any membership, product, or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. Series will automatically bill your credit/debit card, bank account, or other form of payment submitted for all applicable fees until the Service is terminated, and any and all outstanding fees have been paid in full. If we cannot process payment of fees using your payment method on file, we will make a second attempt to process the payment using the payment method on file within three (3) days. If the second attempt is unsuccessful, we will notify you, and may suspend and revoke access to the Service. If your account is suspended, your account will be reactivated upon payment of any amounts owed. If the outstanding fees remain unpaid for sixty (60) days following the date of suspension, then Series reserves the right to terminate your account. You will be charged via invoice each month on your billing date for all outstanding fees that have not previously been charged or collected. All fees are exclusive of applicable taxes, however you are responsible for all applicable taxes that arise from or as a result of your use of the Service. You may change your payment method through your account settings.
B. Fee Schedule. The Fee Schedule below lists the required account membership fee and other fees that may be applicable to your account. We reserve the right to add or change fees at any time. We will post the fee changes on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account, as required by applicable law.
- Account Monthly Membership Fee: $0 per account
- Other Fees:
- ACH Transactions: Incoming: $0 per ACH transfer received; Outgoing: $0 per ACH transfer sent
- Domestic Wires: Incoming: $0 per wire transfer received; Outgoing: $0 per wire transfer sent
- International Wires: Incoming: $0 per wire transfer received; Outgoing: $0 per wire transfer sent
- Remote Check Deposit: $0 per check
- ACH returns: $0 per transaction
- NSF Fees: $0 per transaction
- Stop Payment: $0 per transaction
- Research Request: $0 per transaction
C. Membership Term & Termination. Except in the case of a free trial offer, your membership will commence as of the date your payment for a membership is received by Series. Your membership will continue in full force on a month-to-month term or for the length of the term you specifically purchased, until such time as you cancel the membership as further explained below (the “Membership Term”). In the event that you cancel a membership in the middle of your Membership Term, you will not be entitled to receive a refund for the unused portion of the remainder of that Membership Term. Series will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your membership, if: (i) you fail to pay Series any amount due to Series under these Terms; and/or (ii) you materially breach any term or condition of these Terms. Series shall have the right to terminate these Terms and suspend your access to your membership with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for access to the membership. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your membership will terminate.
D. Free Trials/Promotional Offerings. We may offer promotional trial memberships to access the Service for free for a limited time or at special discounted prices. If you sign up for a trial use, your rights to use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a free trial, you may be required to provide your credit card number and Series will confirm your credit card is valid. When we process your credit card, some credit card companies may place a temporary hold on your account for your first payment. Please contact your credit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. ONCE YOUR FREE TRIAL ENDS, WE OR A THIRD PARTY PAYMENT PROCESSOR WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR MEMBERSHIP (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEMBERSHIP CONTINUES, UNLESS YOU CANCEL YOUR MEMBERSHIP PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR MEMBERSHIP ARE DESCRIBED BELOW. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
E. Auto-Renewal of Membership. Your membership to the Service will automatically renew at the end of your Membership Term continuously and indefinitely without action by you, and the membership fee is charged to you at the time of renewal. Series send notices to enrollees reminding them that their membership (or free trial) is soon ending and they will be automatically billed for the next membership period. An enrollee whose membership fee has been paid is entitled to all privileges included in the membership until the membership is cancelled by the enrollee as set forth in the paragraph below. By providing your payment method information for your membership, you are agreeing to pay a membership fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Membership Term, and any applicable taxes and service fees (collectively, “Fees”). The Fees will be charged to your original payment method automatically at the beginning of your Membership Term, and at the beginning of each renewal Membership Term thereafter on the calendar day corresponding to the commencement of your current Membership Term, unless you cancel your membership or your account is suspended or terminated pursuant to these Terms. The renewal Membership Term will be the same length as your initial Membership Term unless otherwise disclosed to you at the time of purchase. The rate for the renewal Membership Term will be the then current membership rate. The Fees charged to your payment method may vary from Membership Term to Membership Term due to changes in your membership plan or applicable taxes, and you authorize Series to charge your payment method for these amounts. You agree that we may change the pricing we charge you for your membership and any products/services offered through your membership by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our fees and the details of our membership features through an electronic communication to you that will be sent 10 days in advance. If you do not wish to accept a fee or membership feature change made by us, you may cancel your membership as described below, otherwise you will be deemed to have consented to the fee/membership change and authorize Series to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify Series within sixty (60) days after they first appear on an account statement.
F. Cancellation of Membership. You have the right to cancel your account at any time through your account settings on the Service’s platform and by following the appropriate steps described to successfully cancel your account. If you have issues cancelling your account or membership, please email us at email@example.com. Cancellation of initial membership any time after purchase will result in forfeiture of the Fee. To avoid a late cancellation fee or forfeiture of the membership renewal Fee, your membership should be cancelled prior to the end of the then current Membership Term. Upon cancellation, you may lose access to your Series account and the features that come with it. This could include any account information, features, data, stats, and analyses that have been displayed during your membership. To the extent that you continued to get charged after cancellation of your membership due to Series error or otherwise, you agree that your sole remedy will be to receive a refund from Series for the overcharged amounts.
G. Methods of Payment, Credit Card Terms, and Taxes. If you provide an alternate payment method for Series to debit the Fees, payments must be made through Visa, Mastercard, American Express, or Discover credit cards, debit cards, or bank accounts. We currently do not accept cash, personal or business checks, or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You represent and warrant that you will not use any credit/debit card, bank account, or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT SERIES, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Series of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Series does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Series or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases in using the Service, including, but not limited to, sales, use, or value-added taxes. Series shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
H. Refund Policy. We do not offer refunds for any Fee or purchase transaction made through the Service, however are happy to look into your refund request. Please email us at firstname.lastname@example.org
I. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Series reserves the right at any time after receipt of your order to accept or decline your order for any reason. Series further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the membership term or quantity you ordered of any item. Your order will be deemed accepted by Series upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the term or quantity you ordered, your sole and exclusive remedy is either that: (i) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); (ii) we will issue a refund to your debit card or bank account in the amount charged for the cancelled portion or the quantity not provided (if your debit card or bank account has already been charged for the order); or (iii) we will not charge your credit/debit card or bank account for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with Series has been effected until you receive a confirmation from Series via email or the Service. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed before your cancellation/change request or a request to terminate your account was received.
J. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product, or service offered on this Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, Series shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card, debit card, bank account, or other account prior to cancellation, we will issue a credit or refund to that account in the amount of the charge. Additional terms may apply. If any product you purchase from Series is not as described once you receive it, your sole remedy is to return it in unused condition, complete, and undamaged, in the original packaging.
K. Modifications to Prices or Billing Terms. The purchase of products and services on the Service is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. SERIES RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY E-MAIL DELIVERY TO YOU.
5. Feedback You Submit
A. General. Series may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, feedback, surveys, responses, videos, information, content, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Series may allow you to do this through forums, email, and other communications functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
C. License to Series of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, you grant to Series the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (i) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (ii) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Series to your User-Generated Content, you also hereby grant to Series, and agree to grant to Series, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 5(C).
D. Exclusive Right to Manage Our Service. Series may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Series may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such User-Generated Content submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Service or elsewhere.
E. Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content: (i) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Series the rights to it that you are granting by these Terms and any Additional Terms, all without any obligation to obtain consent of any third party and without creating any obligation or liability of Series; (ii) the User-Generated Content is accurate; (iii) the User-Generated Content does not and, as to Series’ permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (iv) the User-Generated Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.
F. Enforcement. Series has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Series’ cost and expense, to which you hereby consent and irrevocably appoint Series as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
6. Notices and Questions
You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (ii) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.
If you have a question regarding using the Service, you may contact us at email@example.com. You acknowledge that the provision of customer support is at Series’ sole discretion and that we have no obligation to provide you with customer support of any kind.
7. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (i) the links only incorporate text, and do not use any Trademarks; (ii) the links and the content on your website do not suggest any affiliation with Series or cause any other confusion; and (iii) the links and the content on your website do not portray Series or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Series. Series reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
8. Linked Services; Advertisements; Dealings with Third Parties
A. Linked Services; Advertisements. The Service may contain links, as part of certain Services, third-party ads on the Service, or otherwise, to or from third-party websites (the “Linked Services”), including websites operated by licensors, licensees, advertisers, and certain other third parties who may have business relationships with Series. Series may have no control over the content, operations, policies, terms, or other elements of Linked Services, and Series does not assume any obligation to review any Linked Services. Series does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Series is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services. Finally, Series will under no circumstances be liable for any direct, indirect, incidental, or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright, or other intellectual property rights, caused by the exhibition, distribution, or exploitation of any information or content contained within these third-party Linked Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and/or sale, and rules issued by the operator of the Linked Services. Series disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Series disclaims all liability in connection therewith.
9. Wireless Features
A. Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes. By providing us with your phone number, you agree that Series may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you. Series will disclose to the customer any call that is recorded for quality assurance and training purposes and the customer must provide consent to the recording.
C. Your Consent to Receive Automated Calls/Texts. You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive artificial voices, prerecorded voice messages, and/or autodialed calls and text messages (such as SMS, MMS, or successor protocols or technologies) from us, our agents, and affiliates related to your account(s), transactions, offers regarding products or services, and/or your relationship with Series. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree that Series may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you at any time or obtained through other lawful means. You agree to receive automated calls and text messages from Series, our agents, and affiliates even if you cancel your account or terminate your relationship with us, unless you opt-out. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below.
D. Opt-Out Instructions. Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive or you may also text HELP for help. You acknowledge and agree to receive a final text message confirming your opt-out. We may use different shortcodes for different messaging purposes, so texting STOP to one shortcode will not effectuate a stop request for all shortcodes to which you are subscribed. If you would like to stop messages from multiple shortcodes, text STOP to each shortcode to which you would like to unsubscribe. It is your sole responsibility to notify us if you no longer want to receive automated text messages. You waive any rights to bring claims for unauthorized or undesired text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request.
E. Fees and Charges. There is no fee to receive automated text messages from Series, our agents, and affiliates. However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Series, our agents, and affiliates are not responsible for such charges.
F. Unauthorized Use of Your Telephone Device. You must notify Series immediately of any breach of security or unauthorized use of your telephone device. Although Series, our agents, and affiliates will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.
G. Chat Features. We may make an interactive online chat (“Chat”) service available to you on the Service. Series makes no warranty that the Chat service will be available at any particular time or be free of fault or error. During your use of the Chat service, you may interact with a bot, chatbot, virtual assistant, virtual concierge, or other non-human (each, a “Chatbot”). We will disclose the use of the Chatbot to the extent required by applicable law. When engaging with us through use of the Chat service, be advised that chats will be monitored, recorded and retained. The Chat service is provided as a convenience. Participating in the Chat service does not constitute consent by you or us to use electronic records and signatures as a substitute for written documents. Any personal information shared with us when using the Chat service shall be subject to the applicable privacy-related policies and notices described above. You will not use the Chat service to send any abusive, defamatory, dishonest, or obscene message, and doing so may result in termination of the Chat service session.
H. Push-Notifications/Alerts. You may select for Series to send you messages called “Alerts” by text or phone. Alerts may be delayed or prevented by factor(s) affecting your internet/phone provider or other relevant entities. Series is not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any Alert, or inaccurate Alert content. You are responsible for your use or reliance on the contents of any Alert for any purposes. The information in any Alert may be subject to certain delays. Each Alert may not be encrypted and may include your name and information pertaining to your account(s). Series may terminate your use of Alerts at any time without notice. You may choose to discontinue receiving Alerts by updating your Series App Notifications preferences.
10. Dispute Resolution
PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Series’ actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent via certified U.S. mail to: All Blue Labs Inc., d/b/a/ Series Financial, 548 Market Street, San Francisco, CA 94104 (Attn: Legal Department). The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, Series and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and Series in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Series to resolve the Dispute or Excluded Dispute on terms with respect to which you and Series, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 10(A) are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Series agree that we intend that this Section 10(A) satisfies the “writing” requirement of the Federal Arbitration Act (“FAA”).
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND SERIES OR ANY OF ITS AGENTS, VENDORS, CONTRACTORS, OR OTHER THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between Series and you regarding these Terms (and any Additional Terms) and the Service including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Series and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 10(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Series regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 10 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Series consent to in writing.
C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 10(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require Series to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then Series will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 10(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of our Liability Section above as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), Series will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
D. Special Additional Procedures for Mass Arbitration. If twenty five (25) or more similar claims are asserted against Series by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for Series shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, Series and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, Series and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration provider shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with Series and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. Series does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 10(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section 10(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 10(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Series.
E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 9(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES—OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 10(A); (b) filing for arbitration with JAMS as set forth in Section 10(B); or (c) filing an action in state or federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
F. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by Series to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Content, your User-Generated Content, these Terms and/or Series’ intellectual property rights (including such Series may claim that may be in dispute), Series’ operations, and/or Series’ products or services.
G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 10(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(H). Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.
H. Federal and State Courts in San Francisco, California. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in San Francisco, California. Accordingly, you and Series consent to the exclusive personal jurisdiction and venue of such courts for such matters.
I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.
J. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of California, without regard to its conflicts of law provisions.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Series, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “Series Parties”), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(i) the Service (including the Content and the User-Generated Content);
(ii) the functions, features, or any other elements on, or made accessible through, the Service;
(iii) any products, services, developer code or instructions offered or referenced at or linked through the Service;
(iv) security associated with the transmission of your User-Generated Content transmitted to Series via the Service;
(v) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(vi) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(vii) whether any defects to, or errors on, the Service will be repaired or corrected;
(viii) whether your access to the Service will be uninterrupted;
(ix) whether the Service will be available at any particular time or location; and
(x) whether your use of the Service is lawful in any particular jurisdiction.
For business-to-business payments, you further agree to abide by the Terms of Service provided by our
vendor Mercoa. The terms of service and further information on business-to-business payments can be
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A SERIES PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERIES PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY SERIES PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO:
(i) the Service (including the Content and the User-Generated Content);
(ii) your use of or inability to use the Service, or the performance of the Service;
(iii) any action taken in connection with an investigation by Series Parties or law enforcement authorities regarding your access to or use of the Service;
(iv) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(v) any injury or damages you sustain directly or indirectly as a result of your use of the Service;
(vi) any errors or omissions in the Service’s technical operation; or
(vii) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Series Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERIES PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID SERIES TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.
13. Updates to Terms
14. General Provisions
A. Series’ Consent or Approval. As to any provision in these Terms or any Additional Terms that grant Series a right of consent or approval, or permits Series to exercise a right in its “sole discretion,” Series may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by Series without being in writing and signed by an officer of Series.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold Series Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Series Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; (vii) any other party’s access and/or use of the Service with your account; and (viii) Series Parties’ use of the information or content that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Series Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, Series Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Series Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Series Party.
C. Operation of Service; Availability of Products and Services; International Issues. Series controls and operates the Service from its U.S.-based offices, and the Service is primarily intended for users located in the U.S. Series makes no representation that the Service is appropriate or available for use beyond the U.S. These Terms comply with U.S. law only. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria); (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
F. Communications. As permitted by applicable law, when you communicate with us electronically, such as via email and/or text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
G. Investigations; Cooperation with Law Enforcement; Termination; Survival. Series reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by Series in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Series under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Series, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms (including the terms applicable to User-Generated Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Series in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
H. Assignment. Series may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Series.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or Series in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict Series’ right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all Internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them. If you’re unsure what those charges may be, you should ask your service provider before using the Service.
K. California Consumer Rights. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
15. Terms Applicable For Apple Device Users
If you are accessing or using the Service through a Device manufactured and/or sold by Apple, Inc. (“Apple,” with such a device herein referenced as an “Apple Device”):
(i) To the extent that you are accessing the Service through an Apple Device, you acknowledge that these Terms are entered into between you and Series and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
(ii) The license granted to you in these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.
(iii) You acknowledge that Series, and not Apple, is responsible for providing the Service and Content thereof.
(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.
(v) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.
(vi) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Series, Series and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(vii) Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these 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.
(ix) When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
(x) 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.