Terms of use

Terms and Conditions

Last updated: October 02, 2020

Please read these terms and conditions carefully before using Our Service.

Company Terms of Service

These Terms of Service (the “Terms of Service”) govern your use of the Small Business Network website provided by Fundera, Inc. and its affiliates (“Company”, “we” or “us”) whether accessed via computer, mobile device, or otherwise (individually and collectively, the “Sites,”) as well as any products and services provided by the Company (the “Service”).

The company provides educational content to small business owners, as described further in Section 4 of this Agreement.

  1. Acceptance of Agreement

  2. Amendments

  3. Definitions and Interpretation

  4. The Service

  5. Privacy

  6. Third-Party Links, Products and Applications

  7. Indemnification

  8. Limitation of Liability and Warranty Disclaimer

  9. Term and Termination

  10. General Terms

1. ACCEPTANCE OF AGREEMENT.

THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY CLICKING ON THE “I ACCEPT” BUTTON OR BROWSING THE SERVICE, YOU (“USER” OR “YOU”) ARE ACCEPTING THESE TERMS OF SERVICE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF SERVICE. YOU MAY NOT ACCESS OR USE THE SITES OR SERVICE OR ACCEPT THE TERMS OF SERVICE IF (A) YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FUNDERA, OR (B) YOU ARE PROHIBITED BY LAW FROM RECEIVING OR USING THE SERVICE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE, DO NOT ACCESS AND/OR USE THE SITES OR SERVICE.

PLEASE BE AWARE THAT THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION (SECTION 12.3) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES

AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Your use of, and participation in, the Service may be subject to additional terms (collectively, “Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Agreement.”

2. AMENDMENTS.

Company reserves the right to amend this Agreement or Company’s Privacy Policy described in Section 5 below, at any time with reasonable notice, as determined by Company in its sole discretion. Company will post notice of any amendment on the Service. You should check this Agreement and Company’s Privacy Policy regularly. By continuing to use the Site or Service after such notice is provided, you accept and agree to such amendments. If you do not agree to any amendment to any of these agreements, you must stop using the Site and Service. If you have any questions about the terms and conditions in this Agreement or Company’s Privacy Policy, please contact us 

3. DEFINITIONS AND INTERPRETATION.

3.1 Defined Terms. Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:

  • “Affiliate” means, with respect to a party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such party.
  • “Applicable Law” means all federal and state laws, including regulations, applicable to the activities and obligations contemplated under this Agreement, including without limitation the federal Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, Dodd Frank Act, CAN-SPAM Act and all applicable state licensing, consumer credit and privacy laws, as the same may be amended and in effect from time to time during the Term.
  • “Business Day” means any day (other than a Saturday, Sunday or legal holiday) on which federally-insured financial institutions in New York, New York are permitted to be open to conduct substantially all of their business.

3.2 Interpretation. References to Sections and Appendices are to be construed as references to the Sections of, and Appendices to, this Agreement, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to hereof, herein, hereunder and other similar compounds of the word here shall mean and refer to this Agreement as a whole rather than any particular part of the same. The terms include and including are not limiting. Unless designated as Business Days, all references to days shall mean calendar days. The use of the word “including” in this Agreement to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered. The headings, captions, headers, footers and version numbers contained in this Agreement are intended for convenience or reference and shall not affect the meaning or interpretation of this Agreement.

4. THE SERVICE.

4.1 Description of the Company Service. Company provides informational services intended for U.S. based small business owners, and may include, but are not limited to, educational content; review services; discussion forums and forums in which users may ask questions of third party advisors; platforms that enable users to locate and contact financial services, as well as professionals, such as third party experts, advisors, and service providers; free credit score; and platforms that enable users to apply to pre-qualify for certain credit card, loan, or other offers. The information provided through the Company Services is provided solely for informational, educational, or entertainment purposes. We make no representations, warranties, or guarantees, express or implied, regarding the results that may be obtained through the use of the Services. Before making any financial decisions or implementing any financial strategy, including recommendations of third parties identified through the Company Services, we recommend that you obtain additional information and advice of accountants or other financial advisors who are fully aware of your individual circumstances.

4.2 License. Subject to this Agreement, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service solely for your own business purpose, and solely as permitted by and in compliance with the Terms and Applicable Law.

4.3 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the

Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to this Agreement. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof. You will not use the Sites or Service for any illegal purpose.

4.4 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Sites or any part thereof.

4.5 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site or Service.

4.6 Ownership. Excluding any content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Company or Company’s suppliers. Neither the Agreement (nor access to the Service) transfers to you or any other third party any rights, title, or interest in or to such intellectual property rights, except from the limited access rights expressly set forth in Section 4.2. Company and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.

4.7 Trademarks. Company and other related graphics, logos, service marks and trade names used on or in connection with the Site or the Service are the trademarks of Company and may not be used without permission or as directed by Company. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

4.8 Referrals. If you express an interest in other third-party services and are matched with a provider, we may identify such provider or providers to you, along with information regarding each provider’s use of the Service, including general details regarding the services provided, and other relevant information about the services the provider offers. If we make a referral to a provider, the provider will determine to initiate its qualification process based on the information provided and will determine, according to its own terms and conditions, what services you may qualify for and whether to provide services to you. You acknowledge and agree that Company has no role in a provider’s decision to provide or not provide services to you and that Company provides your information to the provider in your direction and on your behalf.

4.9 Fee Information. Most of our Services are provided with no fee or charge to you. We receive compensation from certain providers we may identify with you. Our compensation varies depending on the type of services provided to you. The company does not control a provider’s terms, but we use commercially reasonable efforts to make clear the specific amount of any fees or interest rates charged to you by a provider.

4.10 Affiliates. The rights, duties, and/or obligations of Company under this Agreement may be exercised and/or performed by Company and/or any of Company’s Affiliates, or any of their subcontractors and/or agents. Company acknowledges and agrees that it shall be solely responsible for the acts or omissions of Company’s Affiliates, and any subcontractor or agent of Company or any of Company’s Affiliates, related to the subject matter hereof. You agree that any claim or action arising out of or related to any act or omission of any of Company or Company’s Affiliates, or any of their respective subcontractors or agents, related to the subject matter hereof, shall only be brought against Company, and not against any of Company’s Affiliates, or any subcontractor or agent of Company or any of Company’s Affiliates. You acknowledge that under no circumstances shall a Funding Provider be considered an Affiliate for purposes of this Agreement.

4.11 Feedback. If you provide Company with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company will have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

5. PRIVACY.

You agree to Company’s Privacy Policy (available here) which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. The Privacy Policy describes how we collect, use, and disclose information provided by you. By using the Sites or Service, you agree to, and are bound by, the terms of the Privacy Policy.

6. THIRD-PARTY LINKS, PRODUCTS, AND APPLICATIONS.

6.1 Third-party Links and Applications. The Service may contain links to third-party websites, services, products, and applications for third parties (collectively, “Third-party Links and Applications”). Such Third-party Links and Applications are not under the control of Company, and Company is not responsible for any Third-party Links and Applications. The company provides access to these Third-party Links and Applications only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-party Links and Applications. You use all Third-party Links and Applications at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-party Links & Applications.

6.2 Release. You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, our partners or any other third party or any Third-party Links and Applications). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

7. INDEMNIFICATION.

You agree to release, indemnify, and hold harmless Company and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Sites or Service; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your interaction with any Funding Provider; (e) any duties, responsibilities, or obligations you may have to a Funding Provider, including with respect to, but not limited to, a Referral; (f) your violation of any Applicable Law; (g) the violation of any Applicable Law by a Funding Provider; (h) any harm to your business suffered as a result of obtaining or not obtaining a loan; or (i) your failure to provide and maintain true, accurate, current and complete Application Information, Profile Information, Verified Data, and Account Information.

8. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER.

8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITES OR SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES OR SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SERVICE OR THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM YOUR FAILURE TO PROVIDE COMPANY WITH ACCURATE INFORMATION OR TO CORRECT INACCURATE VERIFIED DATA, OR A THIRD PARTY’S FAILURE TO CORRECTLY VERIFY SUCH INFORMATION, AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8.2 No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SITES AND THE SERVICE PROVIDED HEREUNDER BY COMPANY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITES AND THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, AND/OR FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITES AND THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

NO ADVICE OR INFORMATION PROVIDED BY COMPANY SHALL CONSTITUTE ANY WARRANTY WITH RESPECT TO YOUR USE OF THE SERVICE. COMPANY DOES NOT GUARANTEE OR ASSUME ANY RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY SERVICE RELATING TO EITHER COMPANY OR ANY FUNDING PROVIDER. COMPANY MAKES NO GUARANTEE AS TO THE NUMBER OF FUNDING PROVIDERS WITH WHOM YOU MAY BE MATCHED USING THE SERVICE, NOR DOES COMPANY GUARANTEE THAT YOU WILL BE ABLE TO OBTAIN BUSINESS FUNDING IN ANY AMOUNT USING THE SERVICE, INCLUDING FROM ANY FUNDING PROVIDER FOR WHOM YOUR VERIFIED INFORMATION PROVISIONALLY

PREQUALIFIES YOU FOR SUCH FUNDING. YOU UNDERSTAND AND AGREE THAT COMPANY IS NEITHER A FUNDING PROVIDER NOR A FINANCIAL ADVISOR, AND NOTHING ON THE SITES IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8.3 Company is not a financial planner, investment adviser, or tax advisor. NEITHER COMPANY NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, OR FINANCIAL ADVICE. COMPANY IS NOT A FINANCIAL OR TAX PLANNER AND DOES NOT OFFER LEGAL ADVICE TO ANY USER OF THE SERVICE. ALTHOUGH THE SERVICE MAY PROVIDE DATA, INFORMATION, OR CONTENT RELATING TO INFORMATIONAL SERVICES FOR U.S. BASED SMALL BUSINESS OWNERS INCLUDING INFORMATION AND REFERRALS FOR CERTAIN FINANCIAL SERVICES, YOU SHOULD NOT CONSTRUE ANY SUCH CONTENT AS TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE

9. TERM AND TERMINATION.

Subject to this Section, this Agreement will remain in full force and effect while you use these Sites or use the Service. We may suspend or terminate your rights to use the Sites or use the Service at any time for any reason at our sole discretion, including for any use of the Sites or the Service in violation of this Agreement. You may terminate this Agreement at any time by ending your use of the Sites and the Service and notifying Company at contact us. Except as set forth in any Supplemental Terms, upon the termination of your rights under this Agreement, your right to access and use the Sites and the Service will terminate immediately. The company will not have any liability whatsoever to you for any termination of your rights under this Agreement. All provisions of the Agreement which by their nature should survive shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

10. GENERAL TERMS.

10.1 Waiver. The waiver by Company of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

10.2 Governing Law. This Agreement and all other aspects of your use of the Sites or the Services shall be deemed entered into New York and governed by and construed in accordance with the laws of the State of New York, excluding (i) that body of law known as conflicts of law, and (ii) the United Nations Convention on Contracts for the International Sale of Goods.

10.3 Dispute Resolution. Please read the following arbitration agreement in this Section(“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us. It is part of your contract with the Company and affects your rights. It contains procedures of MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

 

10.3.1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

10.3.2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Company should be sent to: 123 William St, Fl 21 New York, NY 10022. After the Notice is received, you and Company may attempt to resolve the claim or dispute informally. If you and Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

10.3.3. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00)
may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Company made to you prior to the initiation of arbitration, Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

10.3.4. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

10.3.5. Time Limits. If you or Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

10.3.6. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and the Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

10.3.7. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

10.3.8. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

10.3.9 30-Day Right to Opt-Out. You have the right to opt-out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt-out to contact us, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt-out of this Arbitration Agreement. If you opt-out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

10.3.10. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

10.3.11. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

10.3.12. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

10.3.13. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.

10.3.14. Small Claims Court. Notwithstanding the foregoing, either you or Company may bring an individual action in small claims court.

10.3.15. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

10.3.16. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

10.3.17. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York, for such purpose.

10.3.18 Notwithstanding any provision in this Agreement to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Company at the following address: 123 William St, Fl 21 New York, NY 10022.

 

10.4 Entire Agreement. The Agreement constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

10.5 Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.

10.6 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

10.7 Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.