BEFORE USING THE SERVICES, PLEASE READ THIS AGREEMENT CAREFULLY. BY REGISTERING TO USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION 25 WHICH REQUIRE ARBITRATION OF CERTAIN CLAIMS AND RESTRICT CLASS ACTION CLAIMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT CREATE A SERVICES ACCOUNT, IN WHICH CASE YOU WILL NOT BE ABLE TO USE THE SERVICES.
Certain terms and conditions of our third party services providers, as detailed in Sections 3 and 4 below, are incorporated and made part of this agreement and may be amended from time to time in accordance with their terms.
- How it Works. The Services are intended to help you better manage your use of credit cards. When you sign up for the Services, you link your credit card account and your checking account with your Services account such that we can view charges you make to your credit card and move corresponding amounts of money out of your checking account into your “SteadiPay Account”, as further detailed in Section 3 below. We then use that money to pay off your credit card bill at the end of each billing cycle. If you have opted into the Payment Optimizer service, we will make payments to your credit card weekly (as long as there are funds available in your SteadiPay Account).
Subject to all terms and conditions of this Agreement, you may use the App to view your SteadiPay Account balance. The Services may also include other features from time to time, such as the ability to set aside additional funds in your SteadiPay Account, move funds back and forth between your checking account and SteadiPay account, or turn on algorithms to optimize your cash flow. Please note that you will not receive any interest of any kind with respect to funds in your SteadiPay account, and you hereby irrevocably assign to us any and all rights to receive any interest or other amounts which may accrue or otherwise be payable with respect to funds held in your SteadiPay Account. The Services are currently provided at no charge, but the Company reserves the right to charge for some or all Services in the future upon prior notice to you.
- Your SteadiPay Account and Funds.
d. Deposit Network Service Acknowledgement. By utilizing the services, your beneficial funds may be held at nbkc bank in an omnibus custodial account (“Omnibus Account”). In its ordinary course of business, nbkc bank may utilize a “Deposit Network Service” to deposit funds from the Omnibus Account into other FDIC insured banks (“Network Banks”). In the event funds from the Omnibus Account are deposited into Network Banks via the Deposit Network Service, nbkc bank will deliver funds to a custody bank (“Custodian Bank”) participating in the Deposit Network Service. In the event any of your beneficial funds from the Omnibus Account arrive at a Network Bank through a Deposit Network Service, they may be eligible for FDIC insurance, however, in the event you or nbkc bank have funds, either directly or indirectly, at any of the Network Banks, such deposit insurance coverage may be adversely affected, and the principal and any accrued interest may not benefit from FDIC insurance, even if the total amount deposited in that Network Bank through the Deposit Network Service is less than the Standard Maximum Deposit Insurance Amount, as then provided by the FDIC. In addition, in the event of a failure of a Network Bank, you may be requested to provide certain personal information for the purposes of processing a claim to seek the associated FDIC insurance. In the event you do not provide such information on a timely basis, it is possible the beneficial funds will not benefit from FDIC insurance. By utilizing the services, you authorize nbkc bank to utilize a Deposit Network Service as described and acknowledge that any associated beneficial principal balance and any accrued interest may or may not benefit from FDIC insurance.
e. Non-Public Personal Information. SteadiPay may collect certain non-public personal information in the course of providing the Services. This information is securely stored in encrypted servers and is not sold to or shared with other third parties, except as described herein and/or with user’s explicit consent.
- Your Credit Card Account.
b. MONITORING. USER IS RESPONSIBLE FOR MONITORING ALL ACCOUNTS AND ENSURING PAYMENTS ARE MADE. USER IS RESPONSIBLE FOR ANY CHARGES, FEES OR OTHER PENALTIES ASSESSED BY A FINANCIAL INSTITUTION FOR ANY REASON, INCLUDING BUT NOT LIMITED TO LATE PAYMENTS AND INTEREST, AND WILL NOT ATTEMPT TO HOLD THE COMPANY LIABLE FOR ANY SUCH CHARGES, FEES OR OTHER PENALTIES.c. Arcus Financial. SteadiPay uses Arcus Financial Intelligence, Inc. (“Arcus”), a software provider, to link SteadiPay’s services to external providers using credentials that you, the End User, provide. Use of SteadiPay’s services constitutes your consent to authorize SteadiPay and Arcus to access external providers, using the information you provide, to retrieve, process, and store information held by such external providers.
- You grant SteadiPay and Arcus a limited power of attorney, and you hereby appoint SteadiPay your lawful attorney-in-fact, in all capacities, to use any information you provide in performing the above. You agree that Arcus may use anonymized and non- personally identifiable information obtained from such external providers for quality assurance, fraud prevention, statistical, and other purposes.
- YOU AGREE THAT STEADIPAY OR ARCUS WILL ACT ON YOUR BEHALF, AS YOUR AGENT, TO ACCESS THIRD PARTY SITES USING INFORMATION THAT YOU PROVIDE. YOU AGREE THAT NEITHER CLIENT, NOR ARCUS, NOR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE CLIENT’S SERVICES.
- You furthermore agree to indemnify and hold SteadiPay, Arcus, and their affiliates harmless from any third party claims, damages, and costs caused by your use of SteadiPay’s services or your violation of these terms.
- Accuracy of Information. You represent and agree that all information you provide to us in connection with the Services is true, accurate, current, and complete. You agree not to misrepresent your identity or account information. You agree to keep account information secure, up to date and accurate. You represent that you are a legal accountholder, or an authorized user, of the accounts at third party sites which you include or access through the Services, and that you have the authority to (i) designate us and our third party service providers as your agent, (ii) use the Services, and (iii) give us and our third party service providers the passwords, usernames, and all other information you provide. You also represent and warrant that you are at least eighteen (18) years of age.
- Your Identity. We may be required to confirm your identity, and you hereby authorize us to undertake such actions as we deem appropriate to do so. This may include requesting, directly or through a third party service provider, additional personal information or documentation from third parties that helps us very your identity.
- Content You Provide. Your use of the Services constitutes your authorization for Company and its third party service providers (including Yodlee and Arcus), as your agent, to access third party sites which you designate in order to retrieve information from your accounts with such third parties. You are licensing to Company and its third party service providers any information, data, passwords, usernames, PINS, personally identifiable information or other content (collectively, “Content”) you provide through the Services. You authorize us or our third party service providers to use, modify, display, distribute and create new materials using any Content you provide through the Services or that we or our third party service providers retrieve on your behalf for purposes of providing the Services, and represent and warrant that you are the owner of all accounts to which such Content relates and have all rights with respect to such accounts necessary to provide Company and its third party service providers with the authorizations provided hereunder. Company and its third party service providers may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the Services. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Company and its third party service providers may use the Content for the purposes set out above. As between Company and its third party service providers, Company owns your confidential account information.
- Power of Attorney. By using the Services, you authorize Company and its third party service providers to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. You grant Company and its third party service providers a limited power of attorney as provided below to access information at third party sites on your behalf. Third party sites shall be entitled to rely on the authorizations, agency, and the power of attorney granted by you. For all purposes hereof, you hereby grant Company and its service providers a limited power of attorney, and you hereby appoint them as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, in any and all capacities, to access third party sites, servers or documents, retrieve information and use such information, all as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. You understand and agree that the Services are not sponsored or endorsed by any third-party site. YOU ACKNOWLEDGE AND AGREE THAT WHEN COMPANY OR ITS THIRD PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY SITES, THEY ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OR ON BEHALF OF THE THIRD-PARTY SITES. You agree that third party account providers will be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third party account providers accessible through the Services.
- ACH Transactions. You hereby authorize SteadiPay and its third party service providers to electronically credit and debit the checking account that you link with the Services as necessary to provide the Services to you, including to correct any erroneous debit or credit.
a. Terms of ACH Transactions. By accepting these terms, you acknowledge that the amount and frequency of each debit and credit will vary based on your credit card transaction activity as communicated to SteadiPay by Yodlee, and you hereby waive any right you may have to receive prior notice of the amount and date of each debit and credit provided that the amount transferred is:
1. Approximately equal to or below the total of recent credit card transactions
2. Does not bring your checking account balance below $0 (or a higher amount designated by you in the App), and
3. Falls within a range of $0 and $10,000.b. Authorization. If you want to revoke this authorization, you may do so by contacting us at [email protected] from the e-mail account associated with your Services account. You acknowledge that any such revocation may take SteadiPay up to three (3) business days (defined as Monday through Friday other than federal banking holidays) to process, and that debits and credits may continue in the ordinary course during such time period. Revocation of this authorization constitutes your termination of this Agreement and will result in the termination of your Services account.c. Additional Information. If your transaction volume exceeds normal ranges and frequencies, you may be required to provide additional personal information to help verify your identify in compliance with regulations. Your account may be suspended while we wait to receive and process such information.d. Account Ownership. You hereby represent and warrant that you are the owner of all checking accounts that you link with the Services and have all rights with respect to such accounts necessary to provide Company and its third party service providers with the authorizations provided hereunder.
- Third Party Sites. With respect to any third-party sites we may enable you to access through the Services or with respect to any of your credit card accounts you link with the Services, you agree to the following:
a. Notwithstanding anything to the contrary, you and not the Company are solely responsible for all fees and interest charged in connection with any of your credit card accounts and transactions. You agree to comply with the terms and conditions of those accounts and agree that this Agreement does not amend any of those terms and conditions. If you have a dispute or question about any of your credit card transactions, you agree to direct them to the card issuer.b. Any links to third party sites that we may provide are for your convenience only, and Company and its third party service providers do not sponsor or endorse those sites. Any third-party services, which you may be able to access through the Services, are services of the listed institutions. Neither we nor our third party service providers have responsibility for any transactions and inquiries you initiate at third party sites. The third-party sites you select are solely responsible for their services to you. We nor our third party service providers are liable for any damages or costs of any type arising out of or in any way connected with your use of the services of those third parties.
- Limitations of Services. When using the Services, you may incur technical or other difficulties. Neither we nor our third party service providers are responsible for any technical or other difficulties or any resulting damages that you may incur. Any information displayed or provided as part of the Services is for informational purposes only, may not reflect your most recent transactions, and should not be relied on for transactional purposes. We and our third party service providers reserve the right to change, suspend or discontinue any or all of the Services at any time without prior notice.
- Acceptance of User Agreement and Changes. Your use of the Services constitutes your acceptance of this Agreement. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
- License. Subject to all terms and conditions of this Agreement, Company hereby grants to you a limited, nonexclusive, nontransferable license (without right to sublicense) to install and use the App in object code form on a compatible device that you own solely for purposes of accessing and using the Services in full compliance with this Agreement and any applicable policies and guidelines made available by Company. If you are using the Software on an Apple, Inc. (“Apple”) iOS device, the foregoing license is further limited to use permitted by the Usage Rules set forth in Apple’s App Store Terms of Service.
- Ownership; Restrictions. You agree that Company and its licensors and its third party service providers, as applicable, retain all ownership and proprietary rights in the Services and all associated software code, content, technology (including but not limited to any java applets) and websites (collectively, the “Proprietary Materials”). You have no rights or licenses with respect to the Proprietary Materials except as expressly provided in this Agreement. Without limiting the generality of the foregoing, you may not: (a) copy, distribute, rent, lease, lend, sublicense or transfer the Proprietary Materials; (b) decompile, reverse engineer, or disassemble the Proprietary Materials or otherwise attempt to discover the source code of the Proprietary Materials; (c) create derivative works based on the Proprietary Materials; or (d) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that may appear on the Proprietary Materials or during the use and operation thereof. You are not required to provide any ideas, feedback or suggestions regarding the Proprietary Materials (collectively, “Feedback”) to Company. To the extent you do provide any Feedback to Company, you agree to assign and hereby do assign all right, title and interest in and to such Feedback to Company and acknowledge that Company may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to you. You are permitted to use content delivered to you through the Services only on the Services, and you may not copy, reproduce, distribute, or create derivative works from this content.
- Apple. If you use an App on an Apple iOS device, you hereby acknowledge and agree that Apple: (i) is not a party to this Agreement; (ii) has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (iii) is not responsible for addressing claims by you or any third party relating to the App, including any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; (iv) has no responsibility to investigate, defend, settle or discharge any claim that the App or use thereof infringes any third party intellectual property rights; and (v) is, along with each of its subsidiaries, a third party beneficiary of this Agreement with the right to enforce its terms against you directly.
- Your Conduct. You agree not to use the Services or the content or information delivered through the Services in relation to any activities associated with or in connection to: (i) any violation of any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) any business regulated by FinCEN, including the money service business, e-money business, and payday lending, sales of money orders or traveler’s checks, escrow services and virtual / crypto-currency marketplaces and exchanges; (iii) a payment for illegal or fraudulent goods or services, including, but not limited to, illegal substances, counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety (including synthetics, “potpourri not for human consumption”, and other similar items), illegal online gambling / wagering, escort services, white label ATM services, pyramid schemes, counterfeit goods, unlicensed sale of firearms and certain weapons or any type of money laundering; (iv) debt collection services; (v) an attempt to receive or actually receive duplicate compensation for a disputed payment from the recipient (such as a seller), Company and/or your bank or other financial institution; or (vi) any activity that we deem, in our sole discretion, may be associated with a high level of risk, may create liability for us or may cause us to lose the services of any of our third party service providers. In addition, you agree not to access or use the Services programmatically by macro or other automated means or to use the Services in such a manner as to gain unauthorized entry or access to computer systems or accounts of third parties.
- Breach; Termination. If you breach any provision of this Agreement, this Agreement (including all of your rights and licenses with respect to the Services) shall immediately terminate without further notice or action. In addition, this Agreement and/or the Services may be terminated by Company at any time, for any reason or for no reason, and with or without notice. If you want to terminate your Services account, you must do so within the App user interface. Note that deleting the App from your device does not close your Services account or stop the collection of data from your linked third party accounts. The provisions of Sections 1, 5, 6, 7, 10, 11 and 14 through 27 shall survive any termination of this Agreement.
- Indemnification. You agree to defend, indemnify and hold harmless Company and its third party service providers, and each of their affiliates, officers, directors, employees and agents from and against any and all third party claims, liabilities, damages, losses or expenses, including settlement amounts and reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Services, your violation of this Agreement or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone. The Company or other applicable indemnified party may elect to retain control over the defense and/or settlement of the third party claim, at your expense. You agree that the Company’s third party service providers are a third party beneficiary of all applicable provisions herein, with all rights to enforce such provisions as if such third party service providers were parties to this Agreement.
- Disclaimer. The Services are not intended to provide legal, tax or financial advice. The Services, or certain portions and/or functionalities thereof, are provided as strictly educational in nature and are provided with the understanding that neither Company nor its third party service providers are engaged in rendering accounting, investment, tax, legal, or other professional services. Without limiting the foregoing, neither Company nor its third party service providers are responsible for ensuring that you spend within your means or maintain sufficient funds in your checking account to pay off your credit card bill. If legal or other professional advice, including financial advice, is required, the services of a competent professional should be sought. Company and its third party service providers specifically disclaim any liability, loss, or risk which is incurred as consequence, directly or indirectly, of the use and application of any of the Services (including any content contained therein). Further, Company and its third party service providers are not responsible for any financial decisions or any damages or other losses resulting from decisions that arise in any way from the use of the Services or any materials or information accessible through it.
- DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THE SERVICES, YOUR USE OF THE SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, AND OUR THIRD PARTY SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE, AND OUR THIRD PARTY SERVICE PROVIDERS, MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL RESULT IN AN IMPROVEMENT TO YOUR CREDIT SCORE OR FINANCIAL STATUS, (iii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES OR TECHNOLOGY UNDERLYING THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR ANY OF ITS THIRD PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU REMAIN RESPONSIBLE FOR ENSURING THAT YOUR CREDIT CARD PAYMENTS ARE MADE IN A TIMELY FASHION AND YOU SHALL SOLELY BE RESPONSIBLE FOR ANY LATE FEES AND/OR INTEREST CHARGES THAT ARE INCURRED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR ITS THIRD PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; IN SUCH EVENT, SUCH EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.
- LIMITATION OF LIABILITY. YOU AGREE THAT THE COMPANY AND ITS THIRD PARTY SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES, (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES;, OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES. YOU STIPULATE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS ON DAMAGES ARE REASONABLE UNDER THE CIRCUMSTANCES AND ACKNOWLEDGE THAT WITHOUT SUCH EXCLUSIONS AND LIMITATIONS THE COMPANY WOULD NOT MAKE AVAILABLE THE SERVICES WITHOUT CHARGE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER SOME CIRCUMSTANCES; IN SUCH EVENT, SUCH EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.
- Export Restrictions. You acknowledge that the Services and any software underlying such Services are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Services, directly or indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Services may include technical data subject to export and re-export restrictions imposed by U.S. law.
- Government Restricted Rights. To the extent that you are an agency or instrumentality of the U.S. government, you acknowledge and agree that the App and any related documentation are commercial computer software and commercial computer software documentation, respectively, and that your rights therein are as specified in this Agreement, per FAR 12.212 and DEARS 227.7202-3, as applicable, or in the case of NASA, subject to NFS 1852.227-86.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California, USA, without giving effect to any principles of conflicts of law. You agree that any action arising out of or relating to this Agreement or the Services not subject to arbitration as set forth in Section 25 below shall be filed only in the state or federal courts located in the Central District of California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
a. Agreement to Arbitrate. This Section 25 is referred to herein as the “Arbitration Agreement.” The
parties agree that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.b. Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).c. Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 20. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.d. Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in- person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
e. Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.f. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
g. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
h. Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 25.b is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 25.b is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
- Electronic Communications. You hereby consent to receive communications from the Company electronically in connection with this Agreement and your use of the Services, including without limitation legal and regulatory disclosures and communications, notices of disclosures about a change in this Agreement and privacy policies and notices. We will communicate with you by email or by posting notices in the App. 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. In order to receive, access and view electronics communications from us, you must have a valid e-mail account and software that can be used to access it, the App, software that can view PDF files and all computer hardware (including a compatible mobile device) and Internet connectivity necessary to access and use the foregoing. It is your responsibility to keep your Services account e-mail address up-to-date so that you are able to receive electronic communications from us. You represent that your computer hardware and software meets the above requirements and that you have provided us with a valid and current e-mail address at which we may send you electronic communications. You may update your contact information from within the App if your e-mail address changes. Notwithstanding your agreement and consent to exchange information with us electronically, we reserve the right to provide you, and the right to require you to provide us, with a written or paper version of any communication in addition to or instead of the electronic copy thereof in our discretion or as the law may require. We also reserve the right to discontinue provision of communications electronically at any time, or to terminate or change the terms and conditions on which we provide electronic communications (provided that will give you with prior notice of such termination or change as required by law). You may request a paper record of any electronic communication we provide to you within a reasonable time period of such provision by e- mailing us at [email protected], provided that you must provide us with all mailing address information we request and the provision of such paper record may be subject to payment of a fee where allowed under applicable law. If you at any time wish to withdraw this consent, you may e-mail us at [email protected], provided that you acknowledge that such action shall constitute a termination of this Agreement and result in the termination of your Services account and ability to use the Services. You acknowledge and agree that your consent under this Section 26 is being provided by you in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the “ESIGN Act”), and that you and Company both intend that the ESIGN Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.
- Miscellaneous. You may not assign this Agreement. Company may freely assign this Agreement. In the event that the application of any provision hereof to any particular facts or circumstances shall be held to be invalid or unenforceable, then: (i) such provision shall be reformed without further action by the parties to the extent strictly necessary to render such provision valid and enforceable when applied to such particular facts or circumstances; and (ii) the validity and enforceability of such provision as applied to any other particular facts or circumstances, and the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
- Contact Information. The Services are provided by SteadiPay Inc. Any questions or complaints regarding the Services should be addressed to: [email protected] or SteadiPay Support, PO Box 1213, Pacific Palisades CA 90272-1213, or 888-470-5999.