Terms of Service
You may enter additional agreements with us. If there is a conflict between these Terms and such other agreement, the other agreement shall control and take precedence over these Terms.
1. Acceptance of Terms
These terms cover each use of the Site, App and Services by you. By accessing the Site (regardless of whether you register an account with us), downloading the App (regardless of whether you register the App), using the Services, clicking to accept or agree to these Terms when this option is made available to you (such as by clicking to “Continue” or a similar button when provided with access to these Terms), or using any Product or Third-Party Services, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, do not access this Site or App, use the Services, click “Continue,” or use any Product or Third-Party Services.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You may use the Services only if you: (i) are 18 years of age or older and legally able to form a binding contract with us, (ii) reside in the United States or any of its territories or possessions to use the Services, and (iii) are not prohibited by law from receiving the Services. By using the Services, you represent and warrant that you meet all of these requirements. If you do not meet all of these requirements, you must not access or use the Services.
We are based in and provide the Services from the United States. We provide these Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
3. Changes to Terms or Services
We may change or discontinue all or any portion of the Services or these Terms in our sole discretion and without notice to you. If we modify these Terms, we’ll let you know either by posting the modified Terms on our Site or App or through other reasonable means. All changes are effective immediately when we post or send them and apply to all use of the Services thereafter. If you continue to use the Services after we modify these Terms, you accept and agree to the changes. Any such modifications will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such modifications.
4. Creating and Maintaining your Account
To use the Services, you will need to create an account with us through the Site or App. You will need to provide us with the information requested during the registration process. Certain Products available through the Services may require that you provide additional information beyond your initial registration and you understand and agree that use of those Products is contingent on your providing such additional information. In all cases you agree to provide only accurate, current and complete information and to keep your information current at all times. If you do not, we may suspend or terminate any account you have with us.
For our compliance purposes and in order to provide the Services to you, you hereby authorize us (or our third-party service providers) to obtain, verify, and record information and documentation that helps us verify your identity and Linked Account details. When you create your account and from time to time thereafter, we may require you to and you hereby agree to provide and/or confirm information and documentation that will allow us to identify you, such as:
- A copy of your government-issued photo ID, such as a passport or driver’s license;
- A copy of a utility bill, bank statement, affidavit, or other bill, dated within 3 months of our request, with your name and U.S. street address on it; and
- Such other information and documentation that we may require from time to time.
5. Linked Bank Account
Users of the Services may provide access credentials to one or more accounts you maintain with a financial institution (a “Linked Account”). Each Linked Account must be a personal account with you as an account holder and may not be a third-party account. If the Linked Account is a joint account with more than one account holder, you agree to indemnify and hold us harmless from any Claim of an account holder other than you with respect to such Linked Account. When you add a Linked Account to the Services, you authorize and direct us to access third party sites, databases and other services relating to the Linked Account, to retrieve and use your information from those sites, databases and other services, and share your information or account login credentials with our third party service provider to use to retrieve information maintained online by third parties, on an ongoing basis, relating to the account or other information you direct us to access (such information and login credentials, “Account Information”).
Certain financial institutions that hold your Linked Account will require that we submit your usernames and passwords for Linked Account before we can connect that account to the Services. You hereby authorize and permit us and our third-party service providers to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third-party sites for which you submit your information. For purposes of these Terms and solely to provide the Account Information to you as part of the Services or to use the Account Information in providing you the Services, you grant us a limited power of attorney, and appoint us as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person.
You agree that other third parties shall 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. We make no effort to review information obtained from the financial institution holding your Linked Account and other third-party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non-infringement. As between us and our third-party service providers, we own your Account Information.
6. Service Offerings
We may, from time to time and subject to these Terms, make available certain features, products, and services through and as part of the Services, including those features and services described below.
6.1. Renters Loyalty Program
The terms applicable to the Renters Loyalty Program in place at the time of signup of any user, continue to apply.
We are partnering with owners and managers of rental housing (“Landlords”) across the United States to help them offer and administer a loyalty program for their residents (the “Renters Loyalty Program”). Through the Renters Loyalty Program, Landlords offer rewards and incentives (“Incentives”) to their residents when residents do certain things such as pay rent on time or renew a lease (“Incentive Actions”). If you are eligible and enroll in the Renters Loyalty Program, you can see the type and amount of any Incentives that you might earn if you perform an Incentive Action.
6.1.1. Eligibility for Renters Loyalty Program
You are eligible to participate in the Renters Loyalty Program only if: (i) you currently rent an apartment, house or other dwelling (your “Home”) from a Landlord who participates in the Renters Loyalty Program; (ii) we have a current contract in place with your Landlord that allows us to offer the Renters Loyalty Program to occupants of your Home (the “Landlord Contract”); and (iii) you are legally obligated to pay the rent and fulfill other obligations as a tenant under the lease for your Home (the “Loyalty Program Eligibility Requirements”)
6.1.2. Enrollment in Renters Loyalty Program
If eligible, you may enroll in the Renters Loyalty Program through the Services. By enrolling you represent and warrant that you meet each of the Loyalty Eligibility Requirements. You acknowledge and agree that our interaction with the Renters Loyalty Program is that of administrator only and that we shall not be liable for any Incentives you might have earned unless and until such amounts are deposited by Landlord in the Incentive Savings Account at which point our obligations are limited to those expressly stated in these Terms. In administering the Renters Loyalty Program, we will receive information from your Landlord about you and your performance under your lease and will use this information to determine whether an Incentive is earned. If you disagree with our determination, you must contact your Landlord to resolve the dispute and agree that we shall have no responsibility for requesting the Incentive from Landlord unless and until you and Landlord each agree that the Incentive has been earned. You acknowledge and agree that your Landlord may provide information to us regarding you and your performance under the lease, including your payment history, lease terms and other information in your resident files, and hereby consent to your Landlord providing such information and release any claim you may have against your Landlord for providing such information to us. Your Landlord is an intended third-party beneficiary of the preceding sentence.
6.1.3. Incentive Savings Account
If the Incentives offered by your Landlord may consist of monetary payments to you, your Landlord will deposit and we will hold such funds in a non-interest bearing custodial account that we call the “Incentive Savings Account”. The funds in your Incentive Savings Account are held at FDIC-insured banks for your benefit. Your funds and the funds of all other participants in the Renters Loyalty Program are held in the name of Till, Inc. as custodian for your benefit and the benefit of those other participants. You hereby appoint Till as your agent for purposes of servicing as custodian of your funds and acknowledge and agree that Till may co-mingle your funds with the funds of all other participants. Our system keeps track of how much money is yours. You are the legal owner of your money in the Incentive Savings Account. Till is not a bank and Till has no ownership of any funds in the Incentive Savings Account.
The Incentive Savings Account feature is not a savings account and you will not earn any interest on your Incentive Savings funds. We do not charge any fees to use this feature. We may from time to time move your funds between the Incentive Savings Account and another custodial account at another insured depository institution, for liquidity, backup, storage or other lawful purposes, but this will not affect your ability to access your funds as described below, and you remain the legal owner of your funds held in the custodial account. Funds deposited in the Incentive Savings Account are insured by the FDIC up to the maximum allowed by law, which is currently $250,000 per for an individually-owned account and $250,000 per owner for jointly owned accounts. The FDIC insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the FDIC’s site at www.fdic.gov.
Your Savings funds will remain in the custodial account until you instruct us to transfer your funds to your Linked Account. It may take up to 5 Business Days from when we receive your request to initiate the transfer. It is important for you to know the amount of funds available in your Incentive Savings Account before you request a transfer to your Linked Account. If you instruct us to transfer your funds back to your Linked Account and the amount of your requested transfer exceeds the amount of your Incentive Savings Account, your request will be declined. You may check your Incentive Savings Account fund balance and initiate a transfer to your Linked Account at any time by accessing your Incentive Savings Account through the Service. You authorize us to transfer your funds to your Linked Account without notice to you if you terminate your participation in the Incentive Savings Account, if we are required to do so under applicable law or by any government agency, or if we, in our sole discretion, suspect that your use of Savings is for illicit purposes or otherwise is in violation of these Terms.
If you do not have a Linked Account, you may instruct us through the Site or App to disburse the funds in your Incentive Savings Account via check. We will process these requests at least once per week.
6.2. Third-Party Services
Through the Service, we may make products and services available to you that are provided by a third-party provider (“Third-Party Services”).
6.2.1. No Responsibility for Third-Party Services
We do not control or endorse, nor are we responsible for, any Third-Party Services, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Services, or any intellectual property rights therein. Certain Third-Party Services may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by us with respect to any Third-Party Services. We have no obligation to monitor Third Party Services, and we may block or disable access to any Third-Party Services (in whole or part) through the Service at any time. In addition, the availability of any Third-Party Services through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Service, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF ANY THIRD-PARTY SERVICE IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY SERVICE (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY SERVICE).
6.2.2. Third-Party Sites
The Service may contain links and other functionality that connect with certain sites and applications not provided by us, including social media sites and sites hosted by a Third-Party Service provider (“Third Party Sites”). We are providing these links and functionality solely as a convenience to you. We are not responsible for and have no liability for the content, features, products, services, privacy policies or terms of service of any Third-Party Sites. The fact that we have provided a link to a Third-Party Site is not an endorsement of that Third-Party Site (including any information or content made available throughout such site) or its owners, sponsors or operators. We have not tested all information, software or products found on any Third-Party Site and therefore do not make any representations about those sites or any associated products or services.
6.2.3. Compensation for Third-Party Services
We may receive compensation (such as a referral fee) from a third-party provider when you obtain, apply for, or are approved for a Third-Party Services offered by that third-party provider through the Services.
6.3. Renters Credit Program
We also offer a credit product and related services to help you pay rent to your Landlord (the “Renters Credit Program”). The Renters Credit Program is not available in all states and may only be available if your Landlord has agreed to accept your rental payment from us pursuant to a written agreement between us and the Landlord. Our extension of credit to you under the Renters Credit Program is subject to our credit underwriting criteria and standards in place at the time of your application and is expressly subject to our capital availability and internal capital allocations. The Renters Credit Program is offered by Till Resident Finance, LLC.
6.3.1. Interaction with Rent and Your Landlord
You understand and agree that your decision to participate in the Renters Credit Program creates a relationship between you and us only and that your Landlord is not party to that arrangement. As such, you agree to hold your Landlord harmless from any Claims (as defined below) you may have that arise out of your participation in the Renters Credit Program. Your Landlord is an intended third-party beneficiary of the preceding sentence.
6.2.3. Sharing Information with Your Landlord
You authorize us to share information with your Landlord related to your participation in the Renters Credit Program, including information related to whether or not you participate in such program, the frequency of credit extended, and your payment performance.
7. License to Services
The Services, including the Site and the App, and their entire contents, features and functionality (including to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us or our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services for your personal, non-commercial use only.
8. User Contributions
8.1. In General
The Services may enable you to post, submit, publish, display or transmit to other users or other persons text, photos, videos, links, information, ideas, suggestions, content or materials (collectively, “User Contributions”) on or through the Services, including through our interactive features or functionality such as chat features, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”). All User Contributions must comply with the Content Standards set out in these Terms.
User Contributions may be viewable by other users of the Services or the public. By providing any User Contributions through use of the Services, you hereby grant us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to use, copy, reproduce, modify, create derivative works based upon, perform, publicly display, distribute and otherwise disclose your User Contributions for any purpose.
You are solely responsible for your User Contributions. You represent and warrant that you own or control all rights in and to your User Contributions and have the right to grant the license granted above to us. You also represent and warrant that neither your User Contributions, nor your use and provision of your User Contributions to be made available through the Services, nor any use of your User Contributions by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
8.2. Content Standards
User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
8.3. Monitoring and Enforcement
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including any violation of these Terms.
- Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.
YOU WAIVE AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THEM DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review any or all material before it is posted and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Prohibited Uses
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate us, one of our employees, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the us or users of the Services or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Site or App.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Site or App or otherwise available through the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Services.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Site or App is stored, or any server, computer or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by contacting us via the “Contact Support” link in the help center section of the App or by emailing email@example.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following provisions of these Terms will survive: “Linked Bank Account”, “User Contributions”, “Termination”, “Limitation of Liability”, “Dispute Resolution” and “General Terms”.
11. Security of Login Credentials
You must follow any password security guidelines that we establish. You agree that you are solely responsible for keeping your login credentials to the Services (“Till Credentials”) safe and secure, and preventing unauthorized access to your Till Credentials and your account with us, including by maintaining the security of your computer and other devices used to access the Services. It is assumed that any communications received through use of your Till Credentials were sent or authorized by you. If your Till Credentials are compromised for any reason, you must change your password. In addition, you must notify us if you become aware of any unauthorized access to your account. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR TILL CREDENTIALS.
12. Warranties; Disclaimers
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site or App will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON OR LINKED TO THE SERVICES.
YOUR USE OF THE PRODUCTS AND SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS, THE PRODUCTS AND SERVICES (INCLUDING ANY PRODUCTS AND SERVICES PROVIDED BY A THIRD PARTY) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND EACH OF OUR THIRD-PARTY PROVIDERS, SUBCONTRACTORS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS (COLLECTIVELY “SUPPLIERS“) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY THAT THE PRODUCTS AND SERVICES ARE FIT FOR A PARTICULAR PURPOSE; ALL WARRANTIES OF TITLE, MERCHANTABILITY, DATA LOSS, OR NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS; AND ANY GUARANTEE OF THE ACCURACY, RELIABILITY, QUALITY, OR CONTENT IN OR LINKED TO THE PRODUCTS OR SERVICES. WE, OUR AFFILIATES, AND OUR SUPPLIERS DO NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE PRODUCTS AND SERVICES, OR THAT THE PRODUCTS AND SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION OF YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA, RESULTING FROM YOUR USE OF THE PRODUCTS AND SERVICES OR THIRD-PARTY PRODUCTS AND SERVICES.
WE, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PRODUCTS AND SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 30 DAYS FROM YOUR FIRST USE OF THE PRODUCTS OR SERVICES TO WHICH SUCH CLAIM RELATES.
13. Limitation of Liability and Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF US, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO $50. SUBJECT TO APPLICABLE LAW, WE, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, OR SPYWARE; (C) LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT; OR (D) USE OF THE PRODUCTS AND SERVICES WITH SOFTWARE OR HARDWARE THAT DOES NOT MEET OUR REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WE AND OUR AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF US, OUR AFFILIATES, AND EACH OF OUR SUPPLIERS, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS AND SERVICES.
You agree to defend, indemnify and hold harmless us, our affiliates and Suppliers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (the “Indemnified Parties”) from and against any claims, demands, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to your violation of these Terms or your use of the Products or Services, including your User Contributions or your use of any information obtained through the Services. In addition, you agree to indemnify, defend, and hold the Indemnified Parties harmless from all Claims arising out of your use of Third-Party Products and Services. We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us or our Suppliers in the defense of any Claims.
14. Dispute Resolution
This section of the Terms may be referred to as the "Arbitration Provision”
14.1. Agreement to Arbitrate
You and Till agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).
Binding arbitration lets an independent third party resolve a Dispute without using the court system, judges or juries. Either you or we may require the submission of a Dispute to binding arbitration at any reasonable time, even if a lawsuit or other proceeding has begun. If either you or we don’t submit to binding arbitration following a lawful demand, the one who fails to so submit bears all costs and expenses (including attorney’s fees and expenses) incurred by the other in compelling arbitration.
You will also have the right to litigate any other Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or regular mail at Till, Inc., 118 King Street, Second Floor, Alexandria, VA 22314 or Till Resident Finance, LLC, 3411 Pierce Dr., Chamblee, GA 30341 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in Hennepin County, Minnesota and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out
Notice, YOU ACKNOWLEDGE AND AGREE THAT YOU AND TILL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Till otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
14.2. Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
To the extent that there is any variance between the AAA Rules and this Arbitration Provision, this Arbitration Provision will control. Arbitrator(s) must be a member of the state bar where the arbitration is held, with expertise in the substantive laws applicable to the subject matter of the Dispute.
You and we each agree that in this relationship:
- You and we are participating in transactions involving interstate commerce.
- The Arbitrator will decide any Dispute regarding the enforceability of this Arbitration Provision.
- Each arbitration is governed by the provisions of the Federal Arbitration Act (Title 9 of the United States Code) and, to the extent any provision of that Act is inapplicable, unenforceable or invalid, the laws governing the relationship between you and us about which the Dispute arose.
14.3. Rights Preserved
This Arbitration Provision and the exercise of any of the rights you and we have under this Arbitration Provision do not stop either of us from exercising any lawful rights to use other remedies available to:
- Preserve, foreclose, or obtain possession of real or personal property.
- Exercise self-help remedies, including setoff and repossession rights.
- Obtain provisional or ancillary remedies such as injunctive relief, attachment, garnishment or court appointment of a receiver by a court having jurisdiction.
14.4. Fees and Expenses
Arbitration fees shall be determined by AAA Rules, unless limited by applicable law. Please check with the AAA to determine the fees that apply to any arbitration you may file. If the law that applies to these Terms limits the amount of fees and expenses you have to pay, then no allocation of fees and expenses to you shall exceed this limitation. Unless inconsistent with applicable law, each of us shall bear the expense of our own attorney, expert and witness fees, regardless of which of us prevails in the arbitration.
You and we each agree to take all steps and execute all documents necessary for the implementation of arbitration proceedings. The arbitrator may hear and rule on appropriate dispositive motions as part of the arbitration proceeding, such as motions for judgments on the pleadings, summary judgment, or partial summary judgment.
All parties (the AAA, the arbitrators, you and we) must, to the extent feasible, take any action necessary to ensure that an arbitration proceeding, as described in this Arbitration Provision, is completed within 180 days of filing the Dispute with the AAA. The parties must not disclose the existence, content, or results of the arbitration, except for disclosures of information required in the ordinary course of business or permitted by applicable law or regulation. This provision will be liberally construed to ensure the enforcement of this Arbitration Provision.
Arbitration proceedings are conducted in the state where you reside or at a location determined by the AAA. All statutes of limitations that apply to any Dispute apply to any arbitration between you and us.
The provisions of this Arbitration Provision will survive termination, amendment, or expiration of your use of the Services, these Terms, any other agreement between you and us or any other relationship between you and us.
This Arbitration Provision constitutes the entire agreement between you and us and supersedes all prior arrangements and other communications about dispute resolution. If more than one arbitration agreement mutually entered into by you and us potentially applies to a Dispute, the one most directly related to the Eligible Account or transaction that is the subject of the dispute will control.
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if we change this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
15. Export Controls
The U.S. government controls the export (including downloads) of products and information containing encryption (“Controlled Technology”) under the Export Administration Regulations (“EAR”). The Services may contain Controlled Technology subject to the EAR. In your use of the Service, you agree (i) not to access or download Controlled Technology from any country where such access or download is prohibited by U.S. export control laws (which may include Cuba, Iran, North Korea, Sudan, or Syria), (ii) that you’re not a person or entity to whom such access or download is prohibited and (iii) anyone accessing the Service from locations outside the United States does so at his/her own risk and is responsible for compliance with local laws.
16. Reporting Claims of Copyright Infringement
You may not use the Service for any purpose or in any manner that infringes the rights of any third party. We may terminate your access to the Service in the event of repeated violations.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through this Site or the Services infringe your copyright, you may request removal of those materials (or access to them) from this Site or the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
- Chief Compliance Officer
- Till, Inc.
- 118 King Street, Second Floor, Alexandria, VA 22314
- (678) 506-0269
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity available through the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
17. General Terms
17.1. Governing Law
All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
17.2 Waiver and Severability
No waiver of by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
17.3. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services and Products, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding the Services and Products.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
17.6. Contact Information
If you have any questions about these Terms or the Services, please contact us via the “Contact Support” link in the help center section of the Site or App or by emailing firstname.lastname@example.org.