Effective Date: May 1, 2017
No Legal, Accounting or Tax Advice
Finbooth does not provide legal, accounting or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax experts before using the Finbooth Services.
If You Want to Use the Finbooth Services
Please carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree to any of these Terms and Additional Terms. The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – we would not make the Service available to you.
By accessing and/or using the Service, you agree to be bound by these Terms. Finbooth reserves the right, in its sole discretion, to change, modify, amend or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site (in each such instance, and collectively “Additional Terms”). Please review the Terms periodically. Your continued access or use of the Site or any Service accessible through it, after such posting or notification confirms your consent to be bound by the Terms, as amended. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
1. The Finbooth Platform
In addition to the Finbooth Services listed in the introductory paragraph above, by “Finbooth Services”, we additionally mean the online portal (“Finbooth Platform”) to provide self-serve financial management software solution and a marketplace where persons or entities who seek assistance in bookkeeping, accounting and/or tax compliance (“Businesses”) can be matched , at their direction, with independent certified accountants (“Accountants”). Businesses and Accountants are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Finbooth Platform. Each person may only create one User account, and Finbooth reserves the right to shut down any additional accounts. As a User, you authorize and direct Finbooth to match you with a Business or Accountant based on factors such as your location, User preferences, among others, and to cancel an existing match and rematch based on the same considerations. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each accounting service provided from our network of Independent Accountants to a Business shall constitute a separate agreement between such persons. All accounting services through the Finbooth Platform are performed by independent accountants. Finbooth is not an accounting firm or a substitute for an accounting firm. We do not provide advice, explanation, opinion, service or strategy regarding your accounting and tax liabilities.
2. Starting and Terminating Finbooth Services
In order to access or use the Service, you must first register for a Finbooth account through our online registration process and sign up for a free trial and/or purchase a subscription as described in Section 3 below). If you create an account on behalf of another individual or entity, you agree and acknowledge that you are authorized to register to use the Service and agree to the Terms on behalf of that individual or entity.
At the time of registration for a Finbooth account, you will select your own password or we may send you an e-mail notification with a randomly generated initial password. You agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities (including purchases) that occur under your Finbooth account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (as defined below) so that others may not access any password protected portion of Finbooth Services using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your Finbooth account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your Finbooth account or any Finbooth account rights.
If you are first time User of the Service, Finbooth may provide you with access to the Service for a 30 day free of charge (“Trial Period”). During the Trial Period, the Service will be provided for evaluation only, and to the extent permitted by law, the Service is provided “as-is” and “as available.” Finbooth does not make any representations or warranties, and you agree to waive all liability arising from your use of the Service, including loss of any User Submissions (as defined below). During the Trial period, Finbooth may terminate your use and access to the Service at any time in Finbooth’s sole discretion. At the end of the Trial period, you must pay the fees to continue using the Service. Any User Submission entered will be deleted or discarded unless you purchase a subscription to the Service or export your User Submission by printing reports prior to the expiry of the Trial Period.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your access to Finbooth Services (including access to your Finbooth account). We also reserve the more general and broad right to terminate your Finbooth account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability after which your Finbooth account will be deactivated and your access to all of Finbooth Services will terminate. This means that we can decide to cease providing Finbooth Services to you at any time and for any reason, even for reasons unrelated to you or your Finbooth Account with us. You do not have any right to have Finbooth Services reactivated, even if you cure any problem. Whether to allow you to have access to Finbooth Services again will be entirely up to us. We can suspend your access to any Finbooth Service for any reason, including, without limitation, for network or system maintenance or improvement, or if there is network congestion.
3. Service Content, Ownership, Limited License and Rights of Others
A. Content. The Service contains a variety of: (i) materials and other items relating to Finbooth, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Finbooth (collectively, “Trademarks”); and (iii) other forms of intellectual property, including features, methods and processes that may be covered by one or more claims of pending patent applications (all of the foregoing, collectively “Content”).
B. Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by Finbooth, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Finbooth or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Finbooth owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License. Subject to your strict compliance with these Terms and any Additional Terms, including payment of a subscription fee, Finbooth grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to access and use the Site on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. You may not download or modify any portion of the Site or Content, except with the express written or e-mailed consent of Finbooth. The license to use the Site does not include any resale or commercial use of the Site or its Content; or any derivative use of this Site or its Content; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the Content on this Site for any commercial purpose The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in Finbooth’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of Finbooth and others. Your unauthorized use of Content may violate copyright, trademark, patent, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Finbooth respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 15 below.
4. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) use the Service for any political purpose; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Finbooth; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Finbooth, or other Users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Submission (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other Users of the Service, including email addresses, without the express consent of such User); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Content: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Finbooth or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. Finbooth may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Finbooth’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Finbooth and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
5. Eligibility for Use of the Service
The Service is available only to individuals who can form legally binding contracts under applicable law. The Service is not available to children (persons under the age of eighteen) or Users who have had their Finbooth account temporarily or permanently deactivated. By becoming a User, you represent and warrant that if you are an individual, you are at least eighteen (18) years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions set forth in these Terms and other agreements on the Service, and that all registration information you submit is accurate and truthful. You may not allow other persons toyou’re your Finbooth account, and you agree that you are the sole authorized user of your account. Finbooth may, in its sole discretion, refuse to offer the Service to any person or entity and Finbooth may, in its sole discretion, change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
6. User Content
Finbooth may now or in the future offer Users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) messages, Raise materials, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User Submissions” or “User Content”). Finbooth may allow you to do this through forums, blogs, message boards, contact us tools, email, online portal and other communications functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Submissions and you remain ultimately responsible for it.
- You grant to Finbooth the unrestricted, unconditional, worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf, its successors and assigns to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, and distribute, your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights in connection with: (a) the Service, (b) Finbooth’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Service (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.
- You are publishing your User Submission, and you may be identified publicly by your name or User Name (defined below) in association with your User Submission.
- You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, modify, reproduce, distribute, and display such User Submissions solely for personal, non-commercial use.
- You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Finbooth all of the license rights granted herein.
- You will pay all royalties and other amounts owed to any person or entity based on your submitting User Submissions to the Service or Finbooth’s publishing or hosting of the User Submissions as contemplated by these Terms.
- You represent and warrant that the use or other exploitation of User Submissions by Finbooth and Users as contemplated by these Terms will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
- Finbooth shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
- All information publicly posted or privately transmitted through the Service is the sole responsibility of the person from whom that information originated.
- Finbooth will not be liable for any errors or omissions in any Content.
- Finbooth cannot guarantee the identity of any other Users with whom you may interact while using the Service.
- All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
- Users are solely responsible for registering and enforcing their intellectual property.
7. User Conduct
As a condition of use of our Service and the submission of User Submissions to the Service, you promise not to use the Service for any purpose that is prohibited by the Terms or applicable law. You are responsible for all of your activity in connection with the Service. Additionally, as a condition of your use of the Service:
- You agree not to post any material that is obscene, lewd, lascivious, pornographic, contains nudity or visual depictions of sexual acts, excessively violent, harassing, or otherwise objectionable;
- You agree not to post any User Submissions that violate any copyrights, patents, trademarks, trade secrets, or any other intellectual property or other rights of others;
- You agree not to post any User Submissions that disparages any third-party or Finbooth;
- You agree not to post any User Submissions that you know is false, misleading, or inaccurate or that misrepresents your identity or affiliation with a person or company;
- You agree not to use the Service in any tortious or unlawful manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting User Submissions that is likely to cause emotional distress;
- You agree not to post any User Submissions that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
- You agree not to introduce any malicious software, viruses, worms, Trojan horses, or other harmful code on the Service that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Finbooth or any third party;
- You agree not to impersonate any person or entity, including any employee or representative of Finbooth; and
- You agree not to circumvent any security-related features of the Service, including those designed to limit copying or reproduction of the Content.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Finbooth in its sole discretion) an unreasonable or disproportionately large burden or load on Finbooth’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Finbooth may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Service.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
Finbooth does not guarantee that any Content will be made available through the Service. Finbooth has no obligation to monitor the Service or Content. Finbooth reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Finbooth Account; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (iii) remove or block any User or User Submission. Finbooth reserves the right not to comment on or provide explanations for any of these actions and shall not, to the fullest extent permissible by law, be held liable for any losses or damages resulting from the foregoing.
All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the User. We may not monitor or control the User Content posted via the Service and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Service is done so at your own risk. You are solely responsible for your interaction with other Users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any User. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other Users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content, User Submissions or other communications posted via the Service or endorse any opinions expressed via the Service. You understand that by using the Service, you may be exposed to Content or User Submissions that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Finbooth be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions, or any loss or damage of any kind incurred as a result of the use of any Content/User Submissions posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere. The Service may include advertisements or other content, which may be targeted to the Users on the Service, queries made through the Service, or other information, and you have no claim against Finbooth for the placement of advertising or similar content on the Service or in connection with the display of advertising or similar content from the Service whether submitted by you or others.
You are responsible for your use of the Service, for any User Submissions you provide, and for any consequences thereof, including the use of your User Submissions by other Users and our third party partners. You understand that your User Submissions may be syndicated, relied on, distributed, or published by our partners and if you do not have the right to submit User Submissions for such use, it may subject you to liability. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Submissions that you submit.
You may view Content on the Service without registering, but as a condition of using certain aspects of the Service, you may be required to register for an account with Finbooth and provide an e-mail address (“User Name”) and password. You shall provide accurate, complete, and updated registration information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your account. You shall not use as a User Name, domain name, Company name, or Company profile name or any name or term that: (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. Finbooth reserves the right, in its sole discretion, to refuse registration of or cancel a User Name, domain name, Company name, and Company profile name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Service. You shall never use another User account without the other User’s express permission. You will immediately notify Finbooth in writing of any unauthorized use of your account. You shall be responsible for any losses caused to Finbooth and other Users by any use of your account, both unauthorized and authorized. For Accountants, you acknowledge and agree that to access certain Content and User Submissions on the Service, you will be required to comply with the terms and conditions set forth in this Agreement. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing account obligations.
9. Disclaimer of Warranty
To the fullest extent permissible by law, the Service, the Content and User Submissions (including, without limitation, any information, documents, forms, resources, or referrals contained thereon or therein) are provided “AS IS” and WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM THE USE OF THE SERVICE, THE CONTENT OR USER SUBMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, THE CONTENT AND USER SUBMISSIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FINBOOTH AND ITS AFFILIATES AND EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON DURATIONS OF IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. We do not warrant that the Service, the Content or the User Submissions will meet your requirements, and we explicitly advise you that all or part of the Content or User Submissions may be inapplicable to or inappropriate for your particular circumstances. Therefore, you should consult with an appropriate legal, accounting, or other professional prior to your use of or reliance of any of the Content or User Submissions. We are under no obligation to and do not undertake to update or verify the completeness or correctness of any Content or User Submissions.
Finbooth has no special relationship with or fiduciary duty to you. You acknowledge that Finbooth has no duty to take any action regarding any of the following: which Users gain access to the Service; what Content/User Submissions Users access through the Service; what effects the Content or User Submissions may have on Users; how Users may interpret or use the Content/User Submissions; or what actions Users may take as a result of having been exposed to the Content/User Submissions. Finbooth cannot guarantee the authenticity of any data or information that Users provide about themselves or their Raise, and Companies. You release Finbooth from all liability for your having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Finbooth makes no representations concerning any Content or User Submissions on the Service, and Finbooth is not liable for the accuracy, copyright compliance, legality, or decency of such material contained on the Service.
Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): FINBOOTH MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICE OR ANY WEBSITE LINKED TO THE SERVICE. Finbooth will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Finbooth’s equipment, transmitted over networks accessed by the Service, or otherwise connected with your use of the Service.
10. No Professional Advice
As noted above, while some of the Content on the Service may relate to legal, tax, investment, or accounting matters, neither Finbooth nor any of the professionals providing Content or User Submissions on the Service are providing professional advice to you, and you acknowledge that there is no professional relationship (including, without limitation, any attorney-client relationship) between you and any of the same, unless you and such party expressly agree otherwise in writing outside of the context of the Service. Featuring of Accountants on the Service does not constitute endorsement by Finbooth or representation of the quality of any service provided by such Accountant. Finbooth does not endorse any Accountant.
11. Businesses and Accountants
By becoming a User of Finbooth, or otherwise using the Service or viewing Content made available through Finbooth in any way, you represent, warrant and agree to the following:
- You will use your own judgment before making any decision to select and engage an Accountant. You understand that such Accountant is independent and does not act on behalf of Finbooth, nor is the Accountant an agent, employee or representative of Finbooth.
- All accounting services through the FinBooth platform are performed by independent Accountants. FinBooth is not an accounting firm or a substitute for an accounting firm. Finbooth does not provide advice, explanation, opinion, service or strategy regarding your accounting and tax liabilities.
- You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
- Finbooth has no duty, nor should you expect Finbooth to evaluate, confirm, endorse, or otherwise stand behind any third-party statements, including any statements, reviews or ratings on or about an Accountant. Finbooth does not and is not required to verify the truth, accuracy or completeness of any information posted on the Service by third-parties. You acknowledge that you are solely responsible for selecting and engaging an Accountant.
- If, prior to your purchase, you believe that Finbooth gave you any advice, opinion or recommendation about your rights, remedies, defenses, options, or strategies on tax liability, you will not proceed with your purchase of the Service, and any purchase that you do make will be null and void.
- Finbooth reserves the right to reject, cancel, interrupt, remove, or suspend your account at any time and for any reason. Finbooth is not liable for any damages as a result of any of those actions. Finbooth’s policy is not to comment on the reasons for any of those actions.
- An Accountant may have an opportunity to see and access your financial and tax information (“Private Information”). An Accountant may see that Private Information depending on the permission credentials that you grant to the Accountant. We will do our best to display information you have explicitly selected for display to the Accountant, but make no promises to this effect. We cannot, for instance, require Accountants who see your Private Information to agree not to distribute that information nor can we guarantee that the Accountant will not distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material.
- You will be solely responsible for (a) determining whether the Service is suitable for your needs, (b) protecting your User Submission and any Private Information, including them backing-up and taking appropriate measures to protect them from accidental, unlawful or unauthorized access, use or disclosure, and (c) complying with all applicable accounting, tax and other laws (whether the law of the United States, or the law of any foreign government with jurisdiction over you).
- Finbooth is not liable for any damages or loss incurred related to your account or any other use of the Service. All dealings are solely between Users. Finbooth is under no obligation to become involved in disputes between any Users, or between Users and any third party. Finbooth does not oversee the performance or punctuality of the Accountant. Finbooth does not guarantee the completion of any assigned task to an Accountant or warrant the outcome or success of any task or any Accountant. Finbooth does not endorse any Accountant and disclaims all liability in connection therewith.
- You acknowledge and agree that Finbooth is relying on your representations, warranties and agreements herein as a condition to allowing you access onto the Service.
By becoming a User of Finbooth, or otherwise using the Service or viewing Content made available through Finbooth in any way, you represent, warrant and agree to the following:
- You will be solely responsible for complying with applicable law regarding the rendering of accounting services and the offering of tax advice, including any applicable codes of professional conduct.
- You are authorized to render accounting services and have all appropriate licenses, approvals, certifications and authority to provide accounting services in all jurisdictions in which you provide your services.
- You understand that you are independent and do not act on behalf of Finbooth, nor are you an agent, employee or representative of Finbooth.
- Finbooth has no duty, nor should you expect Finbooth to evaluate, confirm, endorse, or otherwise stand behind any third-party statements, including any statements, reviews or ratings on or about you. Finbooth does not and is not required to verify the truth, accuracy or completeness of any information posted on the Service by third-parties.
- Finbooth reserves the right to reject, cancel, interrupt, remove, or suspend your account at any time and for any reason. Finbooth is not liable for any damages as a result of any of those actions. Finbooth’s policy is not to comment on the reasons for any of those actions.
- You understand that you have an opportunity to see and access a Business’ Private Information. It is expected that you will use discretion in determining what you do with such Private Information. You agree, however, that you will not republish any information you acquire through the Service via an Internet website for any purpose.
- You must not use or access the Service in any unlawful way or for an illegal purpose. You must not use or disclose a Business’ Private Information except (a) to your employees on a need-to-know basis and you must ensure that such person understands and comply with the obligations set forth herein, (b) as required by law, subject to notifying the Business that such disclosure is required, or (c) with the Business’ prior written consent.
- You will provide accounting and bookkeeping services in a professional manner and in compliance with the applicable standards for accounting practices to ensure quality and integrity of the services rendered by you.
- Finbooth is not liable for any damages or loss incurred related to your account or any other use of the Service. All dealings are solely between Users. Finbooth is under no obligation to become involved in disputes between any Users, or between Users and any third party. Finbooth does not oversee the performance or punctuality of any User. Finbooth does not endorse any User and disclaims all liability in connection therewith.
- You will not attempt to defraud Finbooth or its Users on the Finbooth Platform or in connection with your provision of services. If we suspect that you have engaged in fraudulent activity, we may terminate your account and/or withhold applicable payments for the activit(ies) or assigned task(s) in question.
- You agree that we may obtain information about you, including your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of this Agreement.
- You have a valid policy of general liability insurance that covers accounting services rendered by you and/or your firm.
- You will pay all applicable federal, state and local taxes based on your provision of accounting services and any payments received by you.
- You acknowledge and agree that Finbooth is relying on your representations, warranties and agreements herein as a condition to allowing you access onto the Service.
12. Limitation of Obligations
- Finbooth has no obligation to display your User Submissions to any other User, nor is Finbooth obligated to introduce you to any User.
- Finbooth is not responsible for doing any diligence on the Users you meet through Finbooth.
- Finbooth is not responsible for verifying that any Accountant is certified or otherwise authorized to practice in your jurisdiction.
- Finbooth has no obligation to maintain the confidentiality of any User Submission you provide, other than Private Information, and with respect to Private Information, Finbooth is not obligated to protect it other than by displaying only the information you selected for display to the Accountant.
13. Fees and Payments
A. Free Trials/Promotional Offerings. Finbooth may offer promotional trial subscriptions to access the Service for free for a limited time or at special discounted prices. If you sign up for a trial use, your rights to access and use the Service are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms. Please be aware that when you sign up for a free trial, you may be required to provide your credit card number and Finbooth will confirm your credit card is valid. When we process your credit card, some credit card companies may place a temporary hold on your account for your first payment. Please contact your credit card company if you have questions. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.
B. Subscriptions Generally. To purchase access and use of the Service, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence. Prior to the purchase of a Service subscription, you may be required to provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or our third party credit card processor, you agree that you authorize us and/or our processor to charge your card at our convenience but within thirty (30) days of credit card authorization. For any subscription you purchase to the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. Finbooth will automatically bill your credit card or other form of payment submitted as part of the order process for such price.
C. Subscription Term & Termination. Except in the event of a free trial offer, your subscription will commence as of the date your payment for a subscription is received by Finbooth. Your subscription will continue in full force for the length of the term you specifically purchased or on a month-to-month term until such time as the user cancels the subscription as further explained below (the “Subscription Term”). In the event that a User cancels a subscription in the middle of their Subscription Term, the User will not be entitled to receive a refund for the unused portion of the remainder of that Subscription Term. Finbooth will have the right, upon written notice to User, to terminate this Agreement, and suspend a User’s access to their subscription, if: (a) User fails to pay Finbooth any amount due to Finbooth under this Agreement; and/or (b) the User materially breaches any term or condition of this Agreement. Finbooth shall have the right to terminate this Agreement and suspend a User’s access to the their subscription with or without cause, upon thirty (30) days written notice to User in which case User will no longer be charged for access to the subscription. Upon the expiration or termination of this Agreement for any reason, User’s access to, and use of, their subscription will terminate.
D. Auto-Renewal of Subscription. Your subscription to the Service will automatically renew at the end of your Subscription Term continuously and indefinitely without action by the User, and the subscription fee is charged to the User at the time of renewal. A User whose subscription fee has been paid is entitled to all privileges included in the subscription until the subscription is cancelled by the User as set forth in the paragraph below. By providing your payment method information for your subscription, you are agreeing to pay a subscription fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Subscription Term, and any applicable taxes and service fees (collectively, “Fees”). The Fees will be charged to your original payment method automatically at the beginning of your Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel your subscription or your account is suspended or terminated pursuant to this Agreement. The renewal Subscription Term will be the same length as your initial Subscription Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Subscription Term will be the then current subscription-rate. The Fees charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your subscription plan or applicable taxes, and you authorize Finbooth to charge your payment method for these amounts. Finbooth reserves the right to change the pricing of subscription at any time. In the event of a price change, Finbooth will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your subscription and any products/services offered in your subscription package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you. If you do not wish to accept a price or subscription package change made by us, you may cancel your subscription as described below, otherwise you will be deemed to have consented to the price/subscription package change and authorize Finbooth to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify Finbooth within sixty (60) days after they first appear on an account statement.
E. Cancellation of Subscription. A User will have the right to cancel subscription at any time upon notice to Finbooth by email to info@. Cancellation of initial subscription any time after purchase will result in forfeiture of the subscription fee. To avoid a late cancellation fee or forfeiture of the subscription fee, your subscription should be cancelled prior to the end of the then current Subscription Term. Upon cancellation, the User loses access to the areas of the Service designated for subscribers only. This could include any Content that has been displayed during your subscription.
F. Methods of Payment, Credit Card Terms and Taxes. All payments must be made through Visa, MasterCard, Discover or American Express (or other form of payment specifically accepted on the Service) and also be in a currency permitted to be used on the Service. We currently do not accept cash, personal or business checks or any other payment form through the Service, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of the United States, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the Service. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders from any state or locality that it deems is required in accordance with our order policy in effect at the time of purchase.
G. Return Policy. All purchase transactions made through the Service are subject to our return policy in effect at the time of purchase. Our current return policy does not permit any returns at this time.
H. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by us upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with us has been effected until you receive a confirmation from us via email or the Service. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received.
I. No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered on this Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we have the right to refuse or cancel any orders, in its sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply.
J. Modifications to Prices or Billing Terms. The purchase of products and services on the Service is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. WE RESERVE THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY E-MAIL DELIVERY TO YOU.
14. Third-Party Websites and Links to the Service
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Service. When you access third-party websites, you do so at your own risk. Those other websites are not under Finbooth’s control, and you acknowledge that Finbooth is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources.
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with Finbooth or cause any other confusion, and (c) the links and the content on your website do not portray Finbooth or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Finbooth. Finbooth reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party. The inclusion on another website of any link to the Service does not imply endorsement by or affiliation with Finbooth. You further acknowledge and agree that Finbooth shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
15. Copyright Notifications
Finbooth will remove infringing materials in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that a User Submission infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please email us at info@. Your notice must contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the Service, sufficient for Finbooth to locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify Finbooth by email at info@. Your counter-notice must contain the following information:
- a physical or electronic signature of the User of the Services;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification as described above or an agent of such person.
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
In accordance with the DMCA, Finbooth has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. Finbooth also may terminate User accounts even based on a single infringement, at the sole discretion of Finbooth.
Please note that this procedure is exclusively for notifying Finbooth and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to info@. Finbooth may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights. You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Service without liability to you or any other party and that the claims of the complaining party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Finbooth may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. You agree that in the event of such a termination, Finbooth shall not be responsible for any losses or damages. If you wish to terminate your account, you may do so by following the instructions set forth in Section 13.E. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
17. Waiver of Injunctive or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY FINBOOTH (INCLUDING YOUR LICENSED USER SUBMISSIONS) OR A LICENSOR OF FINBOOTH.
By using and/or accessing the Service, and by consenting to these Terms, you agree to defend, indemnify, and hold harmless Finbooth, its parent company, affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, claims, damages, losses, costs, investigations, judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) your User Submissions; (ii) your use, failure to use or inability to use the Service, and any of your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Finbooth’s use of the information that you submit to us (including your User Submissions) (all of the foregoing, “Claims and Losses”). Finbooth reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Finbooth in asserting any available defenses. Notwithstanding the foregoing, Finbooth retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Finbooth.
19. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL FINBOOTH, ITS AFFILIATES, NOR EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNT PAID BY YOU FOR THE SERVICE. YOU AGREE THAT FINBOOTH WOULD NOT HAVE AGREED TO PROVIDE YOU WITH THE SERVICE IF YOU DID NOT AGREE TO THIS LIMITATION. THIS AMOUNT IS THE SOLE AND EXCLUSIVE LIABILITY OF FINBOOTH TO YOU, AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY.
SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Users further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “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.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
20. Dispute Resolution and Arbitration
Certain portions of this Section 20 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Finbooth agree that we intend that this Section 20 satisfies the “writing” requirement of the Federal Arbitration Act.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User Submissions, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Finbooth’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 20(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 20(A). Your notice to us must be sent via email to: email@example.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Finbooth and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Finbooth to resolve the Dispute or Excluded Dispute on terms with respect to which you and Finbooth, in each of our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 20(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND FINBOOTH (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Finbooth and you regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Finbooth and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 20(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Finbooth regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Finbooth consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in Los Angeles, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Finbooth to pay a greater portion or all of such fees and costs in order for this Section 20 to be enforceable, then Finbooth will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 20(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 20(A); (b) filing for arbitration as set forth in Section 20(B); or (c) filing an action in state or Federal court.
D. Injunctive Relief. The foregoing provisions of this Section 20 will not apply to any legal action taken by Finbooth to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Submission and/or Finbooth’s intellectual property rights (including such Finbooth may claim that may be in dispute), Finbooth’s operations, and/or Finbooth’s products or services.
E. No Class Action Matters. YOU AND FINBOOTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR FINBOOTH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 20(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 20(F). Notwithstanding any other provision of this Section 20, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, in state or Federal court in State of California in Los Angeles County. Accordingly, you and Finbooth consent to the exclusive personal jurisdiction and venue of such courts for such matters.
G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
H. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
I. Representative PAGA Waiver. Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and Finbooth agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and Finbooth agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
21. Electronic Delivery – Notice Policy – Consent
By using the Service, you consent to receive from Finbooth all communications including notices, agreements, legally required disclosures, or other information in connection with the Service (collectively, “Contract Notices”) electronically. Finbooth may provide the electronic Contract Notices by posting them on the Service. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.
You agree that Finbooth may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your account. You agree to notify us of any changes in your address or contact details. Finbooth may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Service periodically for changes and modifications and agree not to contest the admissibility or enforceability the Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Finbooth shall have a reasonable period to effect such a change and Finbooth may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
22. General Provisions
B. Our Relationship. Despite anything else these Terms say, these Terms do not create any fiduciary relationships between you and us. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.
C. Assignment. The Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Finbooth’s prior written consent. Finbooth may assign, transfer, or delegate any of its rights and obligations hereunder without consent.
D. Integration and Severability. These Terms and other referenced material are the entire agreement between you and Finbooth with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Finbooth with respect to the Service and govern the future relationship. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
E. Investigations; Cooperation with Law Enforcement. Finbooth shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Finbooth’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. Finbooth reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Finbooth in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Finbooth under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Finbooth, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.
F. Online and Wireless Features. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload Content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes. The Service may offer access to online banking and other services provided by your financial institution (the “Online Services”). You agree not to hold Finbooth liable for any loss or damage of any sort incurred as a result of any such dealings with the Online Services provided by your financial institution. Your access may be limited from time to time, depending on the service provided by your Internet service provider, wireless provider or your financial institution. You may be billed for these Online Services by your financial institution, not Finbooth, and such financial institution may have its own service agreement which will govern the Online Services it provides.
G. Compliance with Export Restrictions. You may not access, download, use or export the Site, Applications, or the Content in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Content are subject to the United States Export Administration Laws and Regulations and agree that none of the Content or any direct product therefrom is being or will be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
H. Miscellaneous. These Terms (which includes, without limitation, any other Additional Terms) is the entire agreement between you and us. It supersedes all other agreements or representations, oral or written, between us, past or present. These Terms will not be presumptively construed for or against either party. Section titles contained herein are for convenience only. Even after these Terms have ended, its provisions will govern any Disputes arising out of or relating to it (unless it has been replaced by a new agreement between us). It will also be binding on your heirs and successors and on our successors and assigns. No waiver of any part of these Terms, or of any breach of it, in any one instance will require us to waive any other instance or breach. IN SOME CIRCUMSTANCES WE MIGHT DECIDE TO PROVIDE YOU SERVICE VOLUNTARILY EVEN IF YOU WOULD NOT OTHERWISE QUALIFY. THIS WILL NOT BE DEEMED A WAIVER OR REQUIRE US TO DO SO AGAIN. YOU AGREE WE WILL NOT BE LIABLE FOR ANYTHING RESULTING FROM OUR PROVISION OF SUCH SERVICE. The provisions of these Terms and any Additional Terms, which by their nature is intended to survive your suspension or termination will survive, including the rights and licenses you grant to Finbooth in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.