Terms and Conditions

Pipeline CRM Terms and Conditions

Last Updated 07/15/2023

1. Acknowledgment and Binding Agreement

These CRM Terms and Conditions (the “Terms” or “Terms and Conditions”) constitute a binding legal agreement between you ( “You”, “Your”, or “Licensee”) and Saas.group Inc. (“Pipeline”, “Licensor”, or “we”) which govern the parties’ rights and obligations with respect to Your access to the website pipelinecrm.com (the “Site”) and use of the Pipeline service (the “Service”) and the associated electronic documentation (collectively, the “Materials”).  By continuing to use the Service, the Site, or the Materials, You agree to be bound by these Terms.  If You do not agree to all of these Terms, Pipeline is unwilling to grant You access to or use of the Service, and we ask that you discontinue use of the Service immediately. 

ARBITRATION NOTICE:

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, AND UNLESS YOU OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND PIPELINE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AT THE ELECTION OF EITHER PARTY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.

2. Applicability of Terms of Use 

These Terms and Conditions apply to the use of the Site.  There may be provisions in separate subscription, license and other agreements executed between Pipeline and You which govern aspects of the use of the Site.  If there is an inconsistency between these Terms and Conditions and any such agreements, the terms of the other agreements will prevail.  The Site may contain links to websites operated by parties other than Pipeline.  Such links are provided for your convenience and reference only.  The linked websites that are not operated by Pipeline are not under the control of Pipeline, and Pipeline provides no warranties either express or implied, and is not responsible for the contents of any such linked website or any link contained in such linked website.  The inclusion of a link to a website not operated by Pipeline does not imply any association with its operators or any endorsement of the linked website by Pipeline.

3. License Grant

Subject to the provisions of these Terms and Conditions and Licensee’s payment of the Fees in accordance with Section 6, below, Licensor grants to Licensee a non-exclusive, non-transferable, non-sublicensable right to remotely access and use the Service for business purposes only (“License”).

4. Revisions

Licensor may change, revise, modify, delete or discontinue (either permanently or temporarily) all or any portion of the functionality or scope of the Service at any time in its sole discretion (an “Update”). 

5. Free Trial 

If You register on the Pipeline Site for a free trial, we will make the Service available to You on a trial basis free of charge until the earlier of (i) the end of the free trial period or (ii) date that You commence use of the Service as a paying user (the “Free Trial Period”).  Any data You enter into the Service during the Free Trial Period can be downloaded by You prior to the end of the Free Trial Period. If the data is not downloaded prior to such time, it will be permanently lost unless You purchase a License to continue to use such Service before the end of the Free Trial Period. 

6. Fees, Payments, Automatic Renewals, and Taxes

The Fees for access and use of the Service under this License are as set forth in the registration process, paid either on a monthly or annual basis as specified (“Fees”).  YOUR CONTRACT WILL AUTOMATICALLY RENEW ON A MONTHLY OR ANNUAL BASIS UNLESS YOU TERMINATE IN ACCORDANCE WITH SECTION 21 BELOW.   

The Fees will be billed to Your credit card or the ACH account that You provided during the registration.  Licensee hereby authorizes Licensor (or its designee) to charge the applicable Fees to Your credit card or Your ACH account on a recurring basis.  Licensee is responsible for all sales, excise, VAT and all other taxes (other than taxes on Licensor’s net income) associated with Licensee’s use of the Service. Licensor may increase the Fees (and bill Your credit card or ACH account for such increased Fees) upon thirty (30) days prior notice to Licensee.  Any Fee increases will become effective at the beginning of the next billing cycle so long as Licensee does not opt to terminate the License.  Any termination of an existing agreement will be subject to the Section 21, Term and Termination, below. 

7. Location of Service and Access

The Service will be hosted on one or more servers either owned or licensed by Licensor and will be accessible by Licensee over the Internet.  In order to access the Service, Licensee will be required to maintain internet access, to register with Licensor an Account and to choose a unique user name and password for each such Account (“Account Access Information”).  In the event that Licensor determines that there is more than one user of any single account, Licensor reserves the right to charge Licensee accordingly or to terminate the Licensee’s Account.  Licensor has the right, but not the obligation, to monitor access to the Service and, without limiting any remedies that it may have hereunder or at law, may deny access to any Licensee at any time in its sole discretion.

8. Use of Our Services

1. Eligibility:  You represent and warrant that You: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Service; (c) will only provide us with true, accurate, current and complete information if you register for an account—if we believe or suspect that Your information is not true, accurate, current or complete, we may deny or terminate Your access to the Service (or any portion thereof); and (d) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which You are a party.  Our Services are not intended to be used by individuals under the age of 18. 

2. Equipment and Service:  Licensee shall provide at its expense all hardware, Internet access and other equipment necessary for accessing and using of the Service.

3. Copies:  The Service is protected by applicable U.S. and international laws and/or regulations.  Licensee may print and make copies of the materials regarding the Service for its own use.  All such copies must include all of Licensor’s proprietary notices contained in the originals without alteration of any kind.  Except as otherwise provided in this Section, Licensee may not make copies of the Service or accompanying materials.

4. Reverse Engineering:  Licensee may not, and may not cause or permit any of its employees or any third party to, modify, adapt, translate, reverse engineer, decompile, disassemble, translate or create derivative works based on the Site or the Service without the prior written consent of Licensor, which Licensor may withhold in its sole discretion.

5. Rent, Lease and Transfer:  The Service and access to the Site is licensed only to Licensee. Licensee shall not sublicense, transfer, lease, assign, rent, distribute, sell or otherwise dispose of the Service (including any of the materials) on a temporary or permanent basis except with the written and executed consent of Licensor, which Licensor may withhold in its sole discretion. Prior to transferring the Service to an authorized transferee, the transferee shall agree in writing to be bound by all of these Terms and Conditions.

6. Access Restrictions:  Our Services are not intended for use by children or individuals under the age of 18.  Licensee shall not permit or allow any third party to access or use any Account Access Information to access or use the Service or for any other purpose except as expressly authorized in these Terms and Conditions without Licensor’s written consent.  Licensee shall not permit multiple users to share a single Account. Licensee is solely responsible for ensuring that the Account Access Information is utilized only by Licensee.  Licensee shall be solely responsible for any loss, claim, damages or other liability whatsoever that may arise from the unauthorized use of any Account Access Information.  If any of Licensee’s Account Access Information is lost or stolen, Licensee must notify Licensor of such loss or theft so that the account can be deactivated and a new username and password can be chosen without undue delay.

7. Manner of Use:  Licensee is solely responsible for all information and data uploaded to the Service under Licensee’s account (“Licensee Content “) and all other activity that occurs under Licensee’s Accounts.  Licensee shall not use the Service for any illegal or unauthorized purpose(s).  Licensee may only use the Service in accordance with applicable laws and government regulations.  Licensee must not, in the use of the Service, violate any applicable laws (including but not limited to applicable copyright and other laws).

8. Public Forums and Other User Contributions:  The Site may contain message boards, blogs, chat rooms, bulletin boards and other public forums that allow You to post, submit, publish, display or transmit to other users or other persons content, materials and information (“User Contributions”).  All User Contributions shall be considered non-confidential and non-proprietary and may be read, collected or used by third parties.  By providing User Contributions You hereby grant Licensor the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to any third party any such User Contributions for any purpose whatsoever.  Licensee hereby represents and warrants that it has the right to contribute such User Contributions and such User Contributions comply with these Terms and Conditions.
   
   Licensee acknowledges that it shall be solely and fully responsible for all User Contributions posted under its account including without limitation, issues concerning legality, reliability, accuracy and appropriateness.  Licensor may (i) remove or refuse to post any User Contribution for any reason or no reason in its sole discretion, (ii) take any action with respect to any User Contribution that it deems necessary or appropriate in its sole discretion (iii) disclose the identity of the person making the User Contribution or any other information related thereto to any third party who claims that material posted violates their rights including, without limitation, intellectual property rights or privacy rights, (iv) take any appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site, (v) terminate or suspend Licensee’s access to all or any portion of the Site.

9. Security:  Licensor makes no warranty whatsoever to You, express or implied, regarding the security of the Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Services.  You acknowledge and agree that You are solely responsible for maintaining the security of your devices and passwords.  We are not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone whom you have given access.  You are required to notify us of any unauthorized use of the Services without undue delay.  To protect the security of your information, we may require you to authenticate your identity (i.e., prove that you are who you say you are) when you use the Services.  Licensee agrees to use commercially reasonable efforts and shall maintain appropriate safeguards for the protection and security of Licensee Content.  

10. Bandwidth Usage and Storage:  Licensor may, in its discretion, disable any Account or limit an Account’s bandwidth usage if Licensor reasonably determines that usage is excessive.  Licensor may also, in its discretion, disable any Account or limit storage capacity with respect to such Account should Licensee’s storage usage be excessive.

11. Integration with Non Pipeline Applications and Services:  If You install or enable applications or services not provided by Licensor (e.g. Google, Gmail, MailChimp, etc.) for use with the Service, You acknowledge that Licensor may allow providers of such applications to access Licensee Content as required for the interoperation of such applications or services with the Service.  Licensor shall not be responsible for any disclosure, modification or deletion of Licensee Content resulting from any such access by any such application or service providers.  Licensor does not warrant or support these products or services, whether or not they are designated as “certified” or otherwise.  Purchase of non Pipeline products or services is not required to use the Service except a supported computing device, operating system, web browser and internet connection.  If the provider of such applications and services ceases to make such applications and services available for interoperation with Pipeline Service, Licensor may cease providing such access without entitling You to any refund, credit or other compensation.

9. Your Personal Information

By using Our website and Services, you agree to be bound by the terms of our Privacy Policy. 

10. Ownership of Service and Intellectual Property Rights

Licensor does not sell the Service to Licensee, but only grants Licensee a non-exclusive, limited license to use the Service according to these Terms and Conditions.  As between Licensor and You, Licensor and its licensors retain ownership in the Service and all intellectual property rights in the Service, including without limitation any and all patents, copyrights, trade secrets, trademarks and any other proprietary and other rights.  Licensee shall not use any intellectual property rights of Licensor without the prior written consent of Licensor.  Licensee agrees that Licensor may audit Licensee’s use of the Service for compliance with these Terms and Conditions at any time, upon reasonable notice.  All rights not specifically granted under these Terms and Conditions are expressly reserved by Licensor and its licensors.

11. Relationship of Parties

In performing any and/or all obligations under this License, Licensor and Licensee shall each operate as and have the status of being an independent contractor of the other party, and neither party shall act as or be an agent or employee of the other party.

12. Confidentiality

Licensor’s communications to Licensee and information provided to Licensee through the Services may contain proprietary information of Licensor (“Confidential Information”).  If Licensor receives any Materials or communications that are marked confidential or that would normally be considered confidential under the circumstances, then Licensee will not disclose it to any third party without Licensor’s prior written consent.  If Licensee receives a subpoena or binding court order to produce Confidential Information, Licensee shall immediately notify Licensor and fully cooperate with Licensor to the extent it challenges such subpoena or order.  Licensee shall take all necessary administrative, physical, and technical security measures to ensure the confidentiality and integrity of Confidential Information which shall meet all applicable data security laws and regulations, and in no event shall be less than reasonable. 

13. Representations

Licensee hereto represents and warrants to Licensor that it has the power and authority to enter into these Terms and Conditions.  Further, Licensee agrees that it will not export or re-export the Service or accompanying Materials (or any copies) in violation of any applicable export control laws or regulations of the United States.  Licensor hereto represents and warrants to Licensee that it has the power and authority to enter into these Terms and Conditions.

14. Indemnification

You will defend, indemnify, and hold us harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to your conduct with respect to the Services or violation (or alleged violation) of these Terms.  Under no circumstance will we be liable for damages of any kind that result from your use of, or the inability to use, the Services.  

 

15. Limitation of Liability

To the maximum extent permitted by law, Pipeline and its officers, directors, employees, investors, and agents, will not be liable to you for any lost profits, revenues, financial losses, or any indirect, special, consequential, exemplary, or punitive damages of any kind relating to the use of the Services.  To the maximum extent permitted by law, the total liability of Pipeline, and its officers, directors, employees, and agents, for any claim, cost, damage, or loss arising out of or relating to the Services, including for any warranties that may not be excluded, shall not exceed the amount you paid to us during the twelve months prior to the event giving rise to the liability or $10.00, whichever is greater (the “Liability Cap”).  Pipeline and You agree that the Liability Cap shall include all forms of damages.

Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages.  In such jurisdictions, our liability is limited to the greatest extent permitted by law.

16. Disclaimer of Warranties 

THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  PIPELINE MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.  WE UNDERTAKE NO OBLIGATION TO UPDATE THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY REGARDING THE SERVICES NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY PIPELINE FROM TIME TO TIME WITHIN THE SERVICES.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT.  IF YOUR USE OF THE SERVICES, THE MATERIAL, OR THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

NOTHING IN THE SERVICES SHALL BE CONSTRUED AS LEGAL, FINANCIAL, MEDICAL, OR OTHER ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, OR STANDARDS.

 

17. Site Availability

As stated above, we make no warranty that the Site or Services will be uninterrupted, timely, secure, or error-free.  We reserve the right to restrict or prohibit access to the Site whenever we, in our sole discretion, deem it necessary to shut down the Site temporarily for maintenance, updates and other reasonable adjustments or alterations. 

At times you may experience difficulty accessing or communicating with the Service through the Internet, or other electronic wireless services, as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems.  Any computer system or other electronic device, whether it is yours, an Internet service provider’s, or Ours, can experience unanticipated outages or slowdowns or have capacity limitations.  We are not responsible for failure or delay of performance caused by such problems.

18. Limitation on Time to File Claim

Any cause of action or claim Licensee may have arising out of or relating to these Terms and Conditions or the Site or the Service must be commenced within one (1) year after the cause of action accrues or such cause of action or claim shall be permanently barred.

19. Void where Prohibited. 

Although the Site is accessible worldwide, not all products or services discussed, referenced, provided or offered on the Site may be available to all persons in all geographic locations outside the United States.  Any product or service offered on the Site is void where prohibited.  If you choose to access the Site from outside of the United States, you do so upon your own initiative and you are solely responsible for complying with applicable local laws.

20. DMCA Notice

If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the Pipeline’s Copyright Agent with the following information in writing:

• A physical or signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In order to submit a request to Pipeline’s Designated Copyright Agent, please email: customercare@pipelinecrm.com.  Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.  Pipeline suggests that you consult your legal advisor before filing a notice.  Please be aware that there are penalties for false claims under the DMCA.  Any other feedback, comments, requests for technical support, and other communications should be directed to customer service through customercare@pipelinecrm.com.  You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

21. Term and Termination

1. Term:  The term of Your agreement begins at the time when You begin using the Service. This agreement shall remain in effect until terminated in accordance with these Terms and Conditions.  If You elect to use the Service for a Free Trial Period, and do not purchase a License before the end of the Free Trial Period, these Terms and Conditions will terminate at the end of the Free Trial Period.

2. Termination:  Licensor may immediately terminate this License without advance notice if You fail to comply with any provision of these Terms and Conditions or at any time in its sole discretion without cause.  Both Licensor and Licensee may terminate this License upon thirty (30) days written notice for any reason.  

3. No Refund:  All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided in these Terms. 
   
   Licensee shall be obligated to promptly pay all unpaid fees through the end of the current term in accordance with the specific terms of the agreement.  Licensee is solely responsible for managing their License count, plan, and subscription term, and any requested changes during an ongoing subscription term will not warrant a refund, credit, rebate, or prorated invoice. 
   
   In the event of an early termination, Licensor shall not be obligated to refund any past, current, or prepaid Fees, any portion of any Fees to Licensee for any reason, or any paid services (including, but not limited to, onboarding or developer-rendered services).

4. Effect of Termination:  Upon termination, (i) Licensee shall, as soon as is commercially practical and in no event later than 24 hours after it is notified or becomes aware of termination, cease using and return all Confidential Information to Licensor; and (ii) except as otherwise specifically provided in these Terms and Conditions, all rights and licenses granted to each party by the other party hereunder shall automatically cease and revert back to the granting party without any further action.

5. Return of Data:  Except during a Free Trial Period, upon termination, all of Licensee’s uploaded data residing on Licensor’s server(s) as of the date of termination shall be returned to Licensee upon written request but only if such request is made within ninety (90) days from the date of termination. 

6. Survival upon Termination:  Sections 1-2, 4-6, 9-11, 13-20, and 22-23, as well as all other provisions of these Terms and Conditions intended to survive termination or expiration of this License will survive the termination or expiration of this License without limitation.

22. Notices

All notices required by these Terms and Conditions or given in connection with this License shall be deemed given as of the day they are emailed to You or posted on the Site.  The email address of record for notices and requests in connection with this License shall be deemed to be the email address provided by the Licensee at the time of Account creation.  This email address may be updated at any time through the account settings section or by emailing Licensor at cutomercare@pipelinecrm.com.  Licensor is not responsible for the deliverability or changes to the email address. Notification of any change to the Licensee’s email address is the sole responsibility of the Licensee.

23. Miscellaneous

1. Governing Law:  These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Washington exclusive of its conflicts of laws principles.

2. Jurisdiction:  To the extent a dispute cannot be resolved pursuant to Section 24, Licensee hereby consents to the exclusive jurisdiction and venue of the courts of the State of Washington, King County, and the United States District Court for the Western District of Washington in connection with all disputes arising out of or relating to these Terms and Conditions and waives any defense related to lack of jurisdiction or forum non convenes.

3. Severability:  In the event that any provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.

4. Entire Agreement:  These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.

5. Amendments to these Terms and Conditions:  You are responsible for reviewing these Terms regularly.  We reserve the right, at any time, without notice to you, and in its sole discretion, to modify or discontinue the Services, these Terms, or any of our policies related to use of the Site.  Revisions to these Terms or our policies may be provided through the Site, including by posting the revisions on the Site and updating the “Last Updated” date.  Such revisions will go into immediate effect once posted to the Site.  Continued use of the Services or Site following such modifications will constitute your acceptance of such modifications and revisions. 

6. Interpretation:  The provisions of these Terms and Conditions shall be interpreted and construed in accordance with their fair meanings, and not strictly for or against any party, regardless of which party may have drafted these Terms and Conditions or any specific provision of these Terms and Conditions.

7. Waiver:  The waiver of any provision of these Terms and Conditions shall not be effective unless in writing and signed by the party against which it is sought to be enforced.  The failure of Licensor to insist, in any one or more instances, upon performance of any of these Terms or Conditions shall not be construed as a waiver of future performance of any terms, covenants or conditions of this License, and the obligations of Licensee with respect thereto shall continue in full force and effect.

8. Export Compliance:  The Service and any other technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions.  Each party represents that it is not named on any U.S. government denied-party list.  Licensee shall not permit use of the Service in a U.S. embargoed country or in violation of any U.S. export law or regulation.

24. Arbitration Provision and Class Action Waiver

THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF USE.

Agreement to Arbitrate.  Except as otherwise explicitly provided in this Arbitration Provision, Pipeline, together with their parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns, and any of these entities’ employees, officers, directors, and agents and their successors, assigns, affiliates, and service providers (collectively, the “Transaction Parties”) and you can elect to resolve any past, present, or future dispute or claim (“Dispute”) arising from or relating in any way to (i) the use of the Services, (ii) these Terms, or (iii) the relationship between you and any Transaction Parties in connection with any of the foregoing that cannot be resolved directly between you and a Transaction Party, by binding arbitration under the Consumer Arbitration Rules (“the Consumer Rules”) of the American Arbitration Association (“AAA”), rather than in court. (Solely for purposes of this Arbitration Provision, the term Transaction Parties also includes any third party providing any goods and/or services in connection with the use of the Site or any of the foregoing on behalf of a Transaction Party, if that third party is named as a defendant along with a Transaction Party in the same proceeding or a related proceeding.)

“Dispute” Defined.  Except as otherwise explicitly provided in this Arbitration Provision, “Dispute” broadly includes, without limitation: any claims based in contract, statute, constitution, ordinance, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, cross-claims, and third-party claims; federal, state, and local claims; and claims which arose before the date of your use of the Services, including, but not limited to, any dispute or claim arising before the date you accessed this Site or agreed to these Terms of Use and any dispute or claim relating to (by way of example and not limitation): (i) the use, denial, or termination of the Services and/or the events leading up thereto; (ii) any disclosure, advertisement, application, solicitation, promotion, or oral or written statement, warranty, or representation made by or on behalf of a Transaction Party; (iii) any product or service provided by or through a Transaction Party or third parties in connection with the use of the Services or the relationship between you and a Transaction Party and any associated fees; (iv) a Transaction Party’s use or failure to protect any personal information you give a Transaction Party in connection with the use of the Services or your relationship with the Transaction Party; (v) enforcement of any and all of the obligations a party may have to another party in connection with the use of the Services or agreement governing the same; or (viii) compliance with applicable laws and/or regulations.

Exceptions to “Dispute”. Notwithstanding any of the foregoing: (i) disputes or controversies about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about these Terms or your agreements governing the use of the Services or with Transaction Parties as a whole are for an arbitrator and not a court to decide; (ii) any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights, will not be subject to binding arbitration under this Arbitration Provision; (iii) any party may proceed with their individual claims in small claims court (or an equivalent court) if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s (or the equivalent court’s) jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected; or (iv) any Disputes seeking injunctive or equitable relief.  Moreover, this Arbitration Provision will not apply to any Dispute that was already pending in court before this Arbitration Provision took effect.

 Governing Law. The Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et seq., and federal arbitration law apply to this Arbitration Provision.  There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of these Terms of Use and any agreement governing the use of the Site.  The arbitrator shall apply applicable statutes of limitations and honor privilege rules.  Any judgment on the award rendered by the arbitrator will be final, subject to any appeal rights under the FAA, and may be entered in any court of competent jurisdiction.  No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

 JURY TRIAL WAIVER. YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

Arbitration Procedures. Either you or a Transaction Party can initiate arbitration through the AAA or by filing a motion to compel arbitration of claims filed in court.  Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding.  If the AAA cannot serve and we cannot agree on a substitute, a court with jurisdiction shall select the arbitrator, who will apply the AAA rules and the procedures specified in this Arbitration Provision.  Any arbitrator must be a practicing attorney with ten or more years of experience practicing law or a retired judge.  Any arbitration will be governed by the then-current Consumer Rules, and its Procedures for the Resolution of Disputes through Document Submission (“Document Submission Procedures”).  For more information about the AAA and its rules, you may contact the AAA at American Arbitration Association, 120 Broadway, Floor 21, New York, N.Y. 10271, 1-800-778-7879, www.adr.org.  The Document Submission Procedures are included in the Consumer Rules.  The parties shall pay filing, administrative and arbitrator fees in accordance with  the Consumer Rules.  If you cannot afford to pay your share of the fees and cannot obtain a waiver from the AAA, you can make a written good faith request for a Transaction Party to pay or advance such fees. Each party will bear the expense of its own attorneys, experts and witnesses, regardless of which party prevails, unless applicable law, these Terms of Use or an applicable agreement gives a party the right to recover such expenses from the other party.  If the arbitrator determines that any party’s claim or defense is frivolous or wrongfully intended to oppress or harass the other party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other party if such sanctions could be imposed under Rule 11 of the Federal Rules of Civil Procedure.  The arbitration will be conducted by a single arbitrator solely based on written submissions and will not require any personal appearance by the parties or witnesses unless the arbitrator determines that a telephonic or in-person conference or hearing is necessary based on the request of one or more of the parties.  If an in-person hearing is necessary, it will be held in the federal judicial district in which you reside or at another location that is reasonably convenient to all parties.

CLASS ACTION WAIVER. You and the Transaction Parties each agree that if arbitration of a Dispute is elected, the Dispute will be resolved in arbitration (not in court) only on an individual basis and not as a class, collective or other representative action.  To the fullest extent permitted under the FAA: (a) no arbitration will be joined or consolidated with any other unless all parties otherwise agree in writing; (b) there is no right or authority for any Dispute to be arbitrated on a class-action, collective action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.  No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Transaction Parties and/or you individually.

Miscellaneous; Conflicts. Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative, or multi-party basis).  Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision.  If any portion of this Arbitration Provision is inconsistent with the Consumer Rules, with these Terms of Use, or your agreements governing the use of this Site, or with an arbitration provision in any agreement with a Transaction Party (including, without limitation, any loan agreement), this Arbitration Provision shall govern.

Survival; Severance. This Arbitration Provision shall survive termination of the Site or these Terms of Use or of any agreement into which you enter with a Transaction Party; and, further, you understand and agree that this Arbitration Provision applies not only to these Terms of Use but also to any subsequent agreement (including without limitation any agreement governing the use of the Site or any loan agreement) into which you enter with a Transaction Party.  This Arbitration Provision stays in force even if you withdraw your loan application or your application is denied, if any loan obtained by you is repaid in full, if any loan agreement or account is terminated or expires, or in the event of any bankruptcy (if permitted by bankruptcy law).  If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that: (a) if the Class Action Waiver is limited, voided or found unenforceable with respect to a Dispute that does not seek public injunctive relief and that determination becomes final after all appeals have been exhausted, then this Arbitration Provision (except for this sentence) shall be null and void with respect to such proceeding.  The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (b) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim and that determination becomes final after all appeals have been exhausted, the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated.  In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated.

RIGHT TO OPT OUT: If you do not want this Arbitration Provision to apply, you must send us a signed notice within 30 calendar days of the date on which you electronically submit an application for a product or service offered by a Transaction Party through this site.  You must send the notice in writing (and not electronically) to 304 S Jones Blvd #1205, Las Vegas, NV 89107.  You must provide your name, address, telephone number, and state that you “opt out” of the Arbitration Provision.  Opting out will not affect the other provisions of these Terms of Use or any other agreement governing the Site or with a Transaction Party.  If you do not opt out, you will be bound by this Arbitration Provision in these Terms of Use and any other agreement governing a Service or with a Transaction Party.  Please note that if you enter an agreement with a Transaction Party that contains a different arbitration provision with a right to opt out, opting out of this Arbitration Provision is not a rejection of the arbitration provision in the other agreement.  You will need to separately opt out of the arbitration provision in the other agreement if you do not want it to apply.