Version 1.2. Latest update: 05/17/2021

Please read these terms of service ('agreement' or 'terms of use') carefully before using the services offered by Soraban, inc. ('company'). This agreement sets forth the legally binding terms and conditions for your and your business or other legal entity’s ('you') use of the various websites owned and operated by company, including, without limitation, the https://soraban.com website and domain name ('sites'), and any other features, content, or applications offered from time to time in connection therewith (collectively, the 'service'). By using the sites or service in any manner, including but not limited to visiting or browsing the sites, you agree to be bound by this agreement. This agreement applies to all users of the sites or service, including users who are also contributors of content, information, and other materials or services on the sites. By entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement and that you are of legal age to form a binding contract.

Acceptance of Terms

The Service is offered subject to acceptance without modification of these Terms of Use and all other operating rules, policies and procedures that may be published from time to time on the Sites by Company. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.You represent and warrant that all registration information you submit is accurate and truthful; and that your use of the Service does not violate any applicable law or regulation. Company may, in its sole discretion, refuse to offer the Service to any entity and 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 such jurisdictions.

Modification of Terms of Use

Company reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Sites or by sending you an email. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Privacy

Company's current privacy policy is located at https://app.soraban.com/privacy-policy (the 'Privacy Policy') and is incorporated into these Terms of Use by this reference. For inquiries in regard to the Privacy Policy, or to report a privacy-related problem, please contact hello@soraban.com.

Registration

As a condition to using certain aspects of the Service, you will be required to register with Company and select a password and email address. You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Company account. You shall not select or use an email address of another person with the intent to impersonate that person. Company reserves the right to refuse registration of, or cancel a Company account in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.Company shall have the right to use Customer’s name in a factual manner for marketing or promotional purposes on Company’s website and in other communication with existing or potential customers. To refuse Company this right, Customer must email Company (at the email address provided in the Service) stating that Customer does not wish to grant Company this right. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in effect and enforceable.

Services

Customer shall have the right to grant users, including its employees, investors, vendors, advisors and agents, access to its account for use of the Services in accordance with this Agreement ('Authorized Users') and designate which Authorized Users shall have administrative privileges. Customer is solely responsible for ensuring Authorized Users comply with the Agreement. Customer shall be responsible for all activities occurring under Customer’s account, including all activities of its Authorized Users, and for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, 'Equipment'). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and Authorized User passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.Company may invite Customer to try certain services at no charge for a free trial or assessment or if such services are not widely available to customers (collectively, 'Evaluation Services'). Evaluation Services will be identified as alpha, beta, trial, early access, limited release, pilot, evaluation, or similar. Evaluation Services are for Company’s internal analyitical purposes only and not for production use, are not considered 'Services' under this Agreement, are not supported, are provided 'as is' without warranty of any kind, and may be subject to additional terms. Company may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available. Company will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.

Consent to Receive Electronic Communications from Company

By registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you expressly consent to receive electronic and other communications from Company, over the short term and periodically, including email communications. These communications will be about the Service, new product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to hello@soraban.com. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.

Account Information from Third Party Sites

Through the service, you may direct company to retrieve certain information maintained online by third-party financial institutions or providers with which you have a customer relationship, maintain accounts or engage in financial transactions (“account information”). You agree to provide your username, password, pin and other log-in information and credentials necessary to access your account with such institutions or providers ('access information'), and you hereby grant company permission to use the access information and account information for the purposes contemplated by this agreement.By using the service, you expressly authorize company to access, store and use your account information maintained by identified third parties, on your behalf as your agent. You hereby authorize company to store and use your access information to accomplish the foregoing and to configure the service so that it is compatible with the third party sites for which you submit account information. This may include, without limitation, monitoring your usage (including the location of relevant clicks and links) of such third party sites (when accessed through the service) solely to facilitate such compatibility and our contemplated access to your relevant account information in connection with the service. For purposes of this agreement, you grant company a limited power of attorney, and appoint company as your attorney-in-fact and agent, to access third party sites using access information, and to retrieve, store and use your account 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 solely in connection with company’s provision of the service. You acknowledge and agree that when company accesses and retrieves account information from third party sites, company is acting as your agent, and not as the agent of or on behalf of the third party. You acknowledge and agree that the foregoing does not imply sponsorship or endorsement by any third party services accessible through the service. You represent and warrant that neither the foregoing (or anything else in this agreement) nor your use of the services will violate any agreement or terms to which you are subject, including without limitation, those with respect to any third party site or service.

Rules and Conduct

You may not use the Service for any purpose that is prohibited by these Terms of Use. The Service is provided only for your internal use in connection with your lawful business activities. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any advertisements, advice, suggestions, blogs or forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service.By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) post any content on or through the Service, that:

• infringes any intellectual property or other proprietary right of any other person or entity;

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;

• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ('spamming');

• involves commercial activities and/or sales without Company’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

• contains software viruses or any other computer codes, files, or programs 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 Company or any third party; or

• impersonates any person or entity, including any employee or representative of Company.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’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 Company 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, 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 Sites.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, (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder, or (iv) use or access the Service in order to build a competitive product or service. You shall abide by all applicable local, state, national and international laws and regulations when using the Service.Company reserves the right to remove any Content from the Sites or Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated the Terms of Use), or for no reason at all.

Company and Site Content

You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for your internal business use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than for your internal business use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice.

Confidentiality and Feedback

Neither Company or Customer will use or disclose the other party’s Confidential Information without the other’s prior written consent, except for the purpose of exercising rights under or performing this Agreement, or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable before disclosing the Confidential Information.When Customer provide Company with any suggestions, information, ideas, or feedback concerning Soraban, its functionality and features, or any model, report or output, errors discovered, or any suggestions for or relating to any models or output (“Feedback”) while using Soraban, such Feedback will be the property of Company. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Company and agree to assist Company in perfecting and enforcing these rights.

License

Subject to your compliance with these Terms of Use, Company grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Company websites (located at the following URL: https://soraban.com), and to use the Service. No part of the Service, including the Website, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Company. All rights not expressly granted in this Agreement are reserved by Company. Without limitation, this Agreement grants you no rights to the intellectual property of Company or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of Company, you have breached any provision of this Agreement.

Termination

Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Sites. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.If Company, in Company’s discretion, takes legal action against you in connection with any actual or suspected breach of this Agreement, Company will be entitled to recover from you as part of such legal action, and you agree to pay, Company’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Company Parties will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of this Agreement.

Warranty Disclaimer

Company makes no representations concerning any content contained in or accessed through the sites, and company will not be responsible or liable for the reliability, timeliness, quality, suitability, availability, accuracy, completeness, copyright compliance, legality or decency of any content or material contained in or accessed through the sites. You should independently verify all content and other information that you access through the service. By using the service, you agree that company shall not be responsible for (1) any content, (2) any person’s reliance on any such content, whether or not correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any content or otherwise as a result of your use of the service. Your use of or reliance on any content is at your own risk.The service (including, without limitation, any content) is provided 'As is' and 'As available' and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Company, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) the use of the service will be secure, timely, uninterrupted or error-free, or operate in combination with any other hardware, software, system or data; (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 or expectations. Your use of the service is solely at your own risk. The services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and company is not responsible for any delays, delivery failures, or other damage resulting from such problems.Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you. Electronic communications privacy act notice (18 usc 2701-2711): company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the sites or any website linked to the sites.Company 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 company’s equipment, transmitted over networks accessed by the sites, or otherwise connected with your use of the service.

Indemnification

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) your use or misuse of, or access to, the Sites, Service, Content, or otherwise from any content that you post to the Sites, (ii) your violation of the Terms of Use, or (iii) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Company 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 Company in asserting any available defenses.

Limitation of Liability

In no event shall company, nor its directors, employees, agents, 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 (including, without limitation, any content) (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 (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source), (iii) for your reliance on the service or (iv) for any direct damages in excess of (in the aggregate) one-hundred U.S. Dollars ($100.00) or, if greater, the fees paid by you for the service in the preceding six (6) month period. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

International Use

Company makes no representation that the Content is appropriate or available for use in locations outside of United States, and accessing the Service is prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ('JAMS') then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability

The Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Sites. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use 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.

Government Restrictions

Customer may not remove or export from the United States or allow the export or re-export of Soraban. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Fees and Payment

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

Free Trial

We may offer a free trial to new users who register with the Site. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.

Cancellation

All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.If you are have questions about our services, please email us at hello@soraban.com.

General

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including 'line-noise' interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Copyright and Trademark Notices

Unless otherwise indicated, the Terms of Use and all Content provided by Company are copyright © 2020 Soraban, Inc. All rights reserved.

Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

Notices

All notices required or permitted to be given under this Agreement must be in writing.Company shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Company. You agree that any notice received from Company electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with Company is accurate and current, and notice to you shall be deemed effective upon the sending by Company of an email to that address.

Service Providers

Soraban Inc. (“our,” “we” or “us”) is committed to protecting your information and privacy. This Service Providers list contains a list of 3rd party service providers of Soraban. Capitalized terms not defined in this Privacy Policy have the meaning as set forth in the Terms of Service or Privacy Policy for the Services, which can be found here or here. This Service Provider list will be updated from time-to-time, as Service Providers are added and removed.

Stripe

Stripe is a technology company. Its software allows individuals and businesses to receive payments over the Internet. Stripe provides the technical, fraud prevention, and banking infrastructure required to operate on-line payment systems.We use Stripe to process payments. We do not collect or store any payment information. Information, collections and transaction of payer, payee and payment information is performed by Stripe.

Stripe Privacy and Terms.

Plaid

Plaid is a financial technology company that has a technology platform, which enables applications to connect with users’ bank accounts.Plaid enables us to interact with your bank accounts, check balances, and make payments through financial technology applications.We do not collect or store any payment information. Information, collections and transaction of payer, payee and payment information is performed by Plaid.

Plaid Terms and Privacy.

Dropbox

Dropbox is a file hosting service operated by the American company Dropbox, Inc., headquartered in San Francisco, California, that offers cloud storage, file synchronization, personal cloud, and client software.We use Dropbox Business to keep your client files secure and we use their API to surface the files through our platform for your ease-of-use.

Dropbox Privacy and Terms.

AWS

Amazon Web Services is a subsidiary of Amazon providing on-demand cloud computing platforms and APIs to individuals, companies, and governments, on a metered pay-as-you-go basis. We use AWS to provide various web services to you.

AWS Service Terms

First Corporation Solutions

First Corporate Solutions (FCS) is a service, data and web application company providing global UCC & corporate due diligence and risk management solutions. They offer services and online searching, filing and portfolio management systems that are designed to help their customers mitigate risk and perfect secured transactions.We work with FCS for filing of documents as well as Registered Agent services.Please contact FCS for their service policies.

Contact

You may contact Company by email to hello@soraban.com.