Terms of Service
Agreement to TermsBy using our Services or clicking “Continue” or “Agree and Continue” (or a similar button or link) when provided with a link or other access to these Terms, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services or click “Continue.” Please retain a copy of these Terms.
IntroductionThese E-Consent Terms notify you of your rights when receiving electronic disclosures, records, notices, and information (“E-Communications”). By submitting a request for an offer from any of our third-party product partners, or by using the Site or the App, you acknowledge that you have received these E-Consent Terms and that you consent to conduct all transactions with us and our third-party partners using E-Communications.
Option for Paper or Non-Electronic RecordsYou may request any E-Communications in paper copy by contacting our third-party product partner directly (if the E-Communications are to or from that third-party product partner) or by contacting us directly (if the E-communications are to or from us). We or our third-party product partner, as applicable, will provide paper copies upon your request, but we and they reserve the right to charge a fee, in our discretion, for providing such paper copies. We and our third-party product partners will retain records of E-Communications in accordance with applicable law.
Scope of ConsentYour E-Consent applies to all interactions online concerning you and us (and/or our third-party product partners, as applicable) and includes interactions engaged in on any mobile device (whether smartphone, tablet or otherwise) or computer. By agreeing to these Terms, you are consenting to have us (and/or our third-party product partners, as applicable) process your information and interact with you electronically. We (and/or our third-party product partners, as applicable) may also send you E-Communications that are related to our (and their) interactions and transactions with you. E-Communications may be provided online through our App or Site, or our third-party product partners’ apps or websites, and may be provided by email.
Consenting to Do Business ElectronicallyBefore you decide to do business electronically with us and our third-party product partners, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software RequirementsTo access and retain E-Communications, you will need a mobile device or computer capable of accessing the Internet, access to an email account and an Internet browser that supports 128-bit encryption. To read certain documents, you may also need a PDF file reader. To retain a copy of E-Communications for future reference, you will need a printer or a storage device with sufficient space, such as your computer's disk drive, or space to store screenshots on your mobile device. You may send any questions regarding the hardware and software requirements directly to us or to our third-party product partners.
Withdrawing ConsentYour E-Consent as set forth in these Terms cannot be withdrawn because it is a one-time election. If you choose to apply for an offer or other product from our third-party product partners through our third-party product partners’ websites or apps, you may be asked to consent to further E-Communications from our third-party product partners before you are able to proceed.
Updates to Your Contact InformationYou must keep us and our third-party product partners informed of any change in your email address or mailing address. You may update such information by logging into our Site (and our third-party product partners’ websites, as applicable) or by sending us (and our third-party product partners, as applicable) a written update by mail.
Consent to Obtain Information from Third PartiesBy creating an Soraban Account, you understand and agree that you are providing instructions in accordance with the Fair Credit Reporting Act and other applicable law for Soraban to request and receive information about you from third parties, including but not limited to a copy of your consumer credit report and score from third-party consumer reporting agencies, at any time for so long as you have an active Soraban Account. You authorize Soraban to transfer your personal and financial information to our third-party product partners on your behalf, for the purposes of generating certain pre-approved loan or other product offers. You authorize our third-party product partners to obtain a copy of your consumer credit report and related information about you (what is sometimes called a “hard pull”), including financial information, from third-party consumer reporting agencies, and to use such information to provide pre-approved loan or other product offers to you. You also understand that these Terms are not an application for credit and that finding a pre-approved offer is not a guarantee of approval.
Changes to Terms or ServicesWe may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site and App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or App, you are confirming to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you will not be allowed to use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, in our sole discretion. ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTE RESOLUTION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SORABAN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Description of Services
(a) Not a Legal, or Financial Service: You acknowledge, understand, and agree that: (i) Soraban is neither a law firm nor a financial services firm and as such provides no legal, or financial advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal and financial reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, tools, and materials provided through the Services are provided to you for informational and educational purposes only and do not constitute financial or legal advice, and (iv) none of the Services is intended to create an attorney-client relationship, and if you communicate with Soraban then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney. If you require financial advice, you should consult with a financial advisor. You are and will be representing yourself in any matter you undertake using the Services.
(b) Document Materials: As part of the Services, you may receive access to guides, information and documentation related to starting and running a business. Such materials include a standard set of legal forms prepared by our partners. All documents and other materials available through the Services, including any descriptions, information, legal forms and other help resources (collectively, the “Document Materials”) are for informational and educational purposes only; they are not legal or financial advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal or financial advice or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal or financial advice nor the practice of law or financial services, and that the Document Materials are not customized to your particular needs.
(c) Formation Service: As part of our Services, we provide you with online self-help tools and materials to facilitate the formation of a U.S. business entity, along with the filling, execution, filing and storage of your own legal documents and related information in connection therewith (“Formation Service”). As part of the Formation Service, we can help you search for the availability of an LLC name (“Name Search”). You understand and agree that we cannot guarantee the availability of your desired LLC name, that our Name Search is limited to publicly available sources, and that you are ultimately responsible in all respects for determining the availability, non-infringement, and appropriateness of your desired LLC name. You understand and agree that acceptance of your desired LLC name by the relevant Secretary of State in connection with a filing does not necessarily mean that such LLC name does not infringe on an existing trademark or copyright. Consult with a trademark attorney to determine the availability and suitability of your desired LLC name for trademark purposes.
(d) Additional Services: In addition to our Formation Service, we also provide you with online self-help tools and materials to facilitate the (i) designation of a registered agent for your business (“Registered Agent Service”), (ii) application for a Federal Tax Identification Number / Employer ID Number (“EIN Service”), (iii) selecting, establishment and funding of a bank account (“Bank Account Service”), (iv) preparation, execution, filing and storage of applications for certain licenses for your business (“Business License Service”), and (v) the filling, execution, filing and storage of certain corporate documents (e.g., operating agreements, meeting minutes, statement of information, etc.) in connection with the operation of your business (“Corporate Documents Service”), and (vi) the filling and filing of annual LLC tax to your state (“FTB Service).
(e) Service Providers and Partners: You acknowledge and agree that any or all of the Services listed in this Agreement may be provided to you by third-party service providers (“Service Providers”) or third-party partners (“Partners”). In such instances, you agree that you will be required to accept and comply with the terms of service of such Service Provider or Partner. For more information regarding our Service Providers and Partners, please see here. You explicitly authorize Soraban and/or its Service Providers and Partners to fill, sign, and file forms and applications (“Forms”) on your behalf, to the extent necessary to provide you with the Services. You agree to take full responsibility for providing Soraban and/or its Service Providers and Partners with all necessary information to complete such Forms, and to communicate and cooperate with Soraban and its Service Providers and Partners in all regards and in a timely manner with regards to the completion and filing of the Forms, as well as any other processes required by Soraban or its Service Providers and Partners to provide you with the Services. In addition to the Services we provide, we may help you receive certain services directly from our Partners, i.e., legal, bookkeeping and accounting services. You acknowledge and agree that the relationship between you and our Partners is direct and Soraban is primarily acting as a facilitator and that Soraban does not take on any role or obligation with respect to the delivery of the relevant services provided by such Partners.
(f) Registered Agents: By designating Soraban and/or its Service Provider to act as your Registered Agent (the “Registered Agent Service”), you authorize Soraban and/or its Service Provider to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation on your behalf. You further authorize your Registered Agent to scan, upload and transmit any such communications received on your behalf to your email address and into your account. When appropriate, Soraban and/or its Service Provider may also forward physical mail received on your behalf to the business address we have on record. It is your responsibility to keep your business address and contact information up-to-date. Any communications received by your Registered Agent will be directed towards the business address and business owner we have on file. To ensure uninterrupted service, Registered Agent Service will automatically renew for successive 1 year terms at the end of each subscription period. Soraban will exercise commercially reasonable efforts to provide you with at least 60 days written notice of the automatic renewal of the Registered Agent Service (the “Notice Period”). If you do not opt out of this auto-renewal program within 30 days of the start of the Notice Period, Soraban may charge the payment method (e.g., credit card, debit card, or PayPal) you provided with the original order and renew you for the service term you selected. If Soraban is unable to charge your payment method or contact you during the entirety of your Notice Period, then Soraban may immediately cancel your Registered Agent Service and withdraw as your Registered Agent. Soraban reserves the right to increase all service fees at any time without notification to you. We will, however, notify you of any increase in service fees prior to renewing your service. You may cancel the Registered Agent Service at any time by contacting Soraban during our normal business hours. In addition to cancelling the Registered Agent Service, to comply with your state’s regulations, you will also need to submit appropriate change of agent paperwork with the applicable state agencies. By canceling the Registered Agent Service, you acknowledge and understand that the registered agent service provider will take necessary steps to resign as your registered agent. Upon resignation, Soraban and any of its affiliates, directors, agents, employees, or other Soraban Service Providers will cease to act as your Registered Agent and stop all Registered Agent related services. Any fees associated with completing such a change of agent are your sole responsibility. Specific information regarding the change of registered agent process and any related government fee information can be found on your state’s website. Soraban does not offer full or prorated refunds for cancelled Registered Agents services. Such services are purchased and renewed on an annual basis and must be cancelled prior to the renewal date to avoid recurring annual charges. In the event that your business entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify Soraban of this dissolution so that we may cancel the Registered Agent Services that are no longer needed. Until we are notified otherwise, your Registered Agent subscription will continue to renew and bill as described in this section. In the event that Soraban does not receive full payment, Soraban reserves the right to terminate your Registered Agent Service. You agree to bear any risk and under no circumstances will Soraban be liable or responsible for any damage or inconvenience caused or alleged to be caused by such termination.
(g) Your Responsibilities: You acknowledge and agree that Soraban is primarily acting as a facilitator and passive conduit through the Services. You are solely and exclusively responsible for (i) managing your business, (ii) keeping your address, contact, and other business information updated with your bank, Service Providers, and government authorities, (iii) communicating with your bank, Service Providers, and government authorities, (iv) observing filing deadlines and filing requirements, (v) paying any applicable fees and taxes, (vi) verifying the availability and appropriateness of the desired business name, (vii) dissolving your business, if desired, (viii) entering information accurately, and (ix) complying with the law. Failure to do any of the foregoing may result in delays in the Services or termination of your account. The Services may enable you to send and receive valid e-signatures in the United States under the 2000 U.S. Electronic Signature in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted by individual states. Soraban does not authenticate users’ signatures or identities. By using the Services, you hereby consent to using electronic signatures on Soraban. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature or any resulting contract signed using Soraban’s electronic signature service and technology.
Eligibility to Use ServicesYou may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 18, as the Services are not intended for use by individuals under 18.
Fees for Using the ServicesWe charge a fee (the “Subscription Fee”) for Soraban Tax Expert. Tax Expert gives you access to customer support representatives over text message, Slack, and through our Site. The current amount of the Subscription Fee is disclosed in the Site. We will notify you in advance of any change to the Subscription Fee by sending you an email, by posting a notice on the Website and the Application, and/or by any other method permitted by applicable law. By accessing or using the Services after any change to the Subscription Fee takes effect, you agree to pay the Subscription Fee, as modified.
Power of AttorneyBy creating an Soraban Account and using the Services, you automatically authorize us (or our third-party service providers) to obtain, without any time limit or the requirement to pay any fees, information about you and your Bank Account from the financial institution holding your Bank Account and other third-party websites and databases (your “Financial Information”) as necessary to provide the Services to you. For the purposes of these Terms and solely to provide the Financial Information to you as part of the Services, you grant Soraban a limited power of attorney, and appoint Soraban as your attorney-in-fact and agent, to access third-party services, retrieve and use your Financial Information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN SORABAN IS ACCESSING AND RETRIEVING FINANCIAL INFORMATION FROM THIRD PARTY SERVICES, SORABAN IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SERVICE. You agree that other third parties shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. We make no effort to review information obtained from the financial institution holding your Bank Account and other third-party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non-infringement. As between Soraban and our third-party service providers, Soraban owns your Financial Information.
Notifications and VerificationIn order to use the Services, you must provide and verify your cellular phone number or other text message address to us, and you must expressly consent to receive text messages relating to the Services at that number or address. Third-party data and message fees may apply. To verify your cellular phone number or text message address, we may send you a code via text message to the cellular phone number or text message address you provide, and you must enter that code as instructed by us. If you change your cellular phone number or text message address, you must promptly provide and verify your new cellular phone number or text message address. You can do this in the Personal Information section of your Soraban Account via the Site. As part of your use of the Services, you may receive notifications, alerts, or emails about the Services. By providing your cellular phone number, you may receive SMS messages relating to your use of the Services. We will not send you promotional or marketing SMS messages without obtaining your separate, written consent, which is not required for you to use the Services. You agree to the receipt of these communications. To control receipt of these communications, text HELP for help or text STOP to cancel. You are responsible for any messaging or data fees you may be charged by your wireless carrier for receiving SMS notifications.
FeedbackWe welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by contacting us via the “Contact Support” link in the help center section of the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content RightsFor purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content. User Content does not include Financial Information.
Content Ownership, Responsibility and RemovalSoraban does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Soraban and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. Rights in User Content Granted by You By making any User Content available through Services you hereby grant to Soraban a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Soraban on or through the Services will infringe, misappropriate or violate a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by SorabanSubject to your compliance with these Terms, Soraban grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
General Prohibitions and Soraban’s Enforcement RightsYou agree not to do any of the following:
• Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Services or any individual element within the Services, Soraban’s name, any Soraban trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Soraban’s express written consent;
• Access, tamper with, or use non-public areas of the Services, Soraban’s computer systems, or the technical delivery systems of Soraban’s providers; Attempt to probe, scan or test the vulnerability of any Soraban system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Soraban or any of Soraban’s providers or any other third-party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Soraban or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing an Soraban trademark, logo URL or product name without Soraban’s express written consent; Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
TerminationWe may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by contacting us via the “Contact Support” link in the help center section of the Site or by emailing [email protected]. Upon any termination, discontinuation or cancellation of the Services or your Account, the following provisions of these Terms will survive: “Feedback”, “Content and Content Rights”, “Content Ownership, Responsibility and Removal”, “Termination”, “Limitation of Liability”, “Dispute Resolution” and “General Terms”.
Warranty DisclaimersTHE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. USE OF THE SERVICES, THE CONTENT AND ANY INFORMATION OBTAINED THROUGH YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED SOLELY FOR INFORMATIONAL PURPOSES. SORABAN AND THE SERVICES ARE NOT ENDORSED BY OR AFFILIATED WITH THE FEDERAL DEPOSIT INSURANCE CORPORATION OR FINRA, AND SORABAN IS NOT A BANK, CREDIT UNION OR OTHER DEPOSITORY INSTITUTION. SORABAN MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE RESULTS OR SAVINGS THAT MAY BE OBTAINED THROUGH THE USE OF THE SERVICES. BEFORE MAKING ANY FINANCIAL DECISIONS OR IMPLEMENTING ANY FINANCIAL STRATEGY, INCLUDING RECOMMENDATIONS OF THIRD PARTIES IDENTIFIED THROUGH THE SERVICES, SORABAN RECOMMENDS THAT YOU OBTAIN ADDITIONAL INFORMATION AND ADVICE OF ACCOUNTANTS OR OTHER FINANCIAL ADVISORS WHO ARE FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES. YOU ACKNOWLEDGE THAT SORABAN IS SOLELY AN INTERMEDIARY BETWEEN YOU AND OUR MARKETING PARTNERS FOR WHOM WE DISPLAY OFFERS FOR FINANCIAL PRODUCTS AND SERVICES. SORABAN MAKES NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. SORABAN EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE INACCURACY OR INCOMPLETENESS OF ANY SAVINGS ESTIMATES, APPROVAL ODDS, OR RELATED INFORMATION, AVAILABLE THROUGH THE SERVICES OR THE CONTENT; OR THE AVAILABILITY OR LEGALITY OF ANY OF THE OFFERS FROM OUR MARKETING PARTNERS.
IndemnityYou will indemnify and hold harmless Soraban and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of LiabilityNEITHER SORABAN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SORABAN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL SORABAN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SORABAN AND YOU.
Governing Law These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate You and Soraban agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Soraban with written notice of your desire to do so by email at [email protected] or regular mail at Attn: 1161 Mission St Floor 1, Soraban Corp, San Francisco, CA 94103 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Soraban with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Soraban with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Soraban with an Arbitration Opt-out Notice, you acknowledge and agree that you and Soraban are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Soraban otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Arbitration Process A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure Unless you and Soraban otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Soraban submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Soraban will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Soraban will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Soraban changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Soraban’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Soraban in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
General Terms These Terms constitute the entire and exclusive understanding and agreement between Soraban and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Soraban and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute Resolution” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Soraban’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Soraban may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Soraban under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Soraban’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Soraban. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact InformationIf you have any questions about these Terms or the Services, please contact us via the “Contact Support” link in the help center section of the Site or by emailing [email protected].