Last Updated: November 26, 2018
Welcome to the Settle Finance platform and website (“Platform”) offered by proveq, LLC, d/b/a Settle Finance (“Settle,” “we,” “us,” or “our”). This Agreement governs your access and use of the Platform and affects your legal rights, so please read it carefully. Note that Section 4 only applies to Developers and Chat Hub Owners.
If you are an individual accessing or using the Platform on behalf of or for the benefit of any corporation, partnership, or other entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.
THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS SET FORTH IN SECTION 16(6): (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS CLASS MEMBER OR PLAINTIFF IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE READ SECTIONS 16(4) AND 16(5).
This Platform allows you to meet and interact with other Platform users and Content (as defined below). Depending on the level of access you acquire, you will be able to view market data, chat, exchange encrypted messages, propose or agree to participate in transactions, access applications and Chat Hubs offered by Settle or third-party providers, receive transaction alerts, or create and license your own applications on the Platform.
The Platform is currently under development. Since we anticipate adding additional services and functionality as we grow, we sometimes may need to describe additional terms for specific services or applications provided by us that may become available on or through the Platform. Should you use any such services or applications, any associated terms and conditions shall become part of your agreement with us.
Settle reserves the right to change this Agreement at any time and in our sole discretion. We will provide notice of such changes by any reasonable means, including via email or other electronic message, by providing notice on or through the Platform, or by updating the “Last Updated” date at the beginning of this Agreement. Any such changes will not apply to any dispute between you and us that arises prior to the date on which we posted a revised Agreement incorporating such changes or otherwise notified you of such changes. After notice of any such change is made, your (a) clicking or tapping any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with this Agreement; (b) completing the Account registration process; or (c) accessing or using the platform will constitute your acceptance of such changes, your agreement to be bound by the revised Agreement, your affirmation that you are of legal age to enter into the revised Agreement where you live, and your affirmation of your legal capacity to enter into the revised Agreement. If you do not agree to the revised Agreement, you may not access or use the Platform. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links); charge, modify, or waive any fees required to use the Platform or portions thereof; or offer opportunities to some or all Platform users. We reserve the right to introduce new features or functionality for which the payment of new or revised fees may be required.
Section 1 – Account registration and communication preferences.
If you wish to access the Platform, you will need to register for an Account (“Account”). By creating an Account, you agree to (a) provide accurate, current, and complete information about yourself, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breach related to the Platform or your Account. We may, in our sole discretion, refuse to open an Account for you or limit the number of Accounts that you may hold. We may, in our sole discretion, reject any username, avatar, or other Account identifier that we deem inappropriate (or, in the event that an inappropriate username, avatar, or other Account identifier is already in use, we may, in our sole discretion, suspend or cancel the Account with which it is associated). Also, you agree that you will not:
- use as a username, avatar, or other Account identifier any name, image, or mark that is not lawfully available for use or that is subject to any rights of any other person or entity other than you, without appropriate authorization;
- create another account if we’ve disabled one you had (unless you have our written permission first);
- buy, sell, rent, or lease access to your Account or username (unless you have our written permission first);
- share your Account password with anyone; or
- log in or try to log in to access the Platform through unauthorized third-party applications or clients.
Settle may require you to provide additional information or documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to money laundering of incomes obtained by criminal means or counteracting financing of terrorism. Settle may also require you to provide additional information or documents in cases where it has reason to believe that:
- your Account is being used for money laundering or for any other illegal activity;
- you have concealed identification information or reported false identification information or other details; or
- any Transactions (defined below) that you have engaged in were transacted in breach of this Agreement.
In such cases, Settle, in its sole discretion, may freeze or suspend your Account until such additional information and documents are reviewed by Settle and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Settle may refuse to provide the Platform Content to you.
It is solely your responsibility to provide all equipment and software necessary to connect to the Platform, including but not limited to internet access and a computer processing device suitable to connect with and use the Platform. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Platform.
Section 2 – Ownership.
Unless otherwise indicated in writing by us, the Platform and all Content and other materials contained therein, including, without limitation, the Settle logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Settle or our affiliates, licensors, or users, as applicable.
Notwithstanding anything to the contrary in this Agreement, the Platform and Content may include software components provided by Settle or its affiliates or by third parties that are subject to separate license terms, in which case those license terms will govern such software components.
The Settle logo and any Settle product or service names, logos, or slogans that may appear on or in connection with the Platform are trademarks of Settle or our affiliates and may not be copied, imitated, or used – in whole or in part – without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Settle” or any other name, trademark, or product or service name of Settle or our affiliates without our prior written permission. In addition, the look and feel of the Platform and Content, including, without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Settle and may not be copied, imitated, or used – in whole or in part – without our prior written permission. All other trademarks, registered trademarks, product names, and names or logos mentioned on the Platform are the property of their respective owners and may not be copied, imitated, or used – in whole or in part – without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Settle.
Section 3 – License to access and use the Platform and Content.
You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Platform and Content. However, such license is subject to this Agreement and, absent prior written permission from us, does not include any right to (a) sell, resell, or use commercially the Platform or Content, (b) distribute, publicly perform, or publicly display any Content, (c) modify or otherwise make any derivative use of the Platform or Content or any portion thereof, (d) use any data mining, robots, or similar data-gathering or extraction methods, (e) download (other than page-caching) any portion of the Platform or Content, or (f) use the Platform or Content other than for its intended purposes.
Section 4 – Developers and Chat Hub Owners.
This Section 4 specifically governs the relationships and interactions between Settle, on the one hand, and Developers or Chat Hub Owners, on the other hand. As a condition of your application or registration to become (or your actual becoming) a Developer or Chat Hub Owner, you agree to be bound by this Section (in addition to the remainder of the Terms and all other applicable terms and policies of Settle, all of which are incorporated by reference as if fully set forth herein). If you do not agree to be so bound, you may not serve as a Developer or Chat Hub Owner.
- “Developer” means any creator, developer, or maintainer of any Application made available or intended to be made available on or through Settle.
- “Application” or “App” means any software application, functionality, website, product, plugin, integration, or service created (or intended to be created) for deployment, use, or display on the Settle Platform, whether hosted by Settle or elsewhere and whether found (or intended to be found) in the Settle App Store or within a Chat Hub.
- “User” means anyone who interacts with an Application directly or indirectly or whose Data is exposed to or used by the Application.
- “Chat Hub” means a communication channel, forum, or chat area provided by Settle and designed to allow Users to communicate with other Users. Chat Hubs may contain Applications.
- “Chat Hub Owner” means any person or entity with the right (subject to Settle’s superior rights) to operate and maintain a Chat Hub, create and enforce rules of engagement within that Chat Hub, and create and enforce rules of membership and access to that Chat Hub and the messages and content within.
Relationship with Settle
You understand and agree that by registering with Settle to become a Developer or Chat Hub Owner, no legal partnership or agency relationship is created between you and Settle. You agree not to represent otherwise. You also certify and represent that you are legally permitted to register as a Developer or Chat Hub Owner. This Agreement is void where prohibited by law, and no right to register as a Developer or Chat Hub Owner is granted in such jurisdictions. Unless otherwise agreed or permitted by Settle in writing, you cannot share or transfer any benefits you receive from Settle in connection with being a Developer or Chat Hub Owner. Any credentials used to log in to your Developer or Chat Hub Owner Account cannot be shared in any way or with anyone. You are responsible for maintaining the confidentiality of your login credentials and for any activity in connection with your Account.
Developer and Chat Hub Owner Benefits
As a Developer or Chat Hub Owner, you may be eligible to take part in Settle’s subscription share program. The terms of that program will be provided separately or may be set forth in this agreement in the future. The terms of that program shall be set unilaterally by Settle and are subject to change with or without notice at Settle’s sole discretion. Generally speaking, it is Settle’s intention to share with Developers and Chat Hub Owners up to a total of 50% of Settle’s subscription revenue. Settle intends to measure the usage of Apps and Chat Hubs by premium Account holders (using metrics based on time-of-use and type-of-use within the Settle Platform) and allocate attention points in accordance with that usage. Attention points will be used to calculate the appropriate amount of subscription share to be allocated to each Application or Chat Hub. Settle will update this Section, may change, suspend, or discontinue any of the benefits described herein at any time in its sole discretion, and may impose limits on certain features and materials offered or restrict your access to parts or all of such materials without notice or liability.
Term and Termination
Settle may terminate or suspend you as a registered Developer or Chat Hub Owner at any time in Settle’s sole discretion. If Settle so terminates you, Settle reserves the right to deny your reapplication at any time in Settle’s sole discretion. You may terminate your participation as a registered Settle Developer or Chat Hub Owner at any time, for any reason, by notifying Settle in writing of your intent to do so. Upon any termination or, at Settle’s discretion, suspension, all rights and licenses granted to you by Settle will cease, including your right to access the Platform.
Settle Independent Development
Nothing in this Section or these Terms will impair Settle’s right to develop, acquire, license, market, promote, or distribute applications, functionality, products, software, or technologies that perform the same or similar functions as, or otherwise compete with, any other applications, functionality, products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Settle will be free to use any information, suggestions, or recommendations you provide to Settle pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.
Provision of Third-Party Resources
You are responsible for any Third-Party Resources (as that term is defined below) that you make available on or through the Platform, including their legality, reliability, and appropriateness. By making available Third-Party Resources on or through the Platform, you represent and warrant that: (i) the Third-Party Resource is yours (you own it) or you have the right to use it and the right to grant us the rights and licenses as provided in this Agreement and (ii) your making Third-Party Resources available on or through the Platform does not violate any rights of any other person or entity including, but not limited to, privacy rights, publicity rights, intellectual property rights, or contract rights. We reserve the right to terminate any Account found to be in violation of this provision. You retain any and all of your rights to any Third-Party Resources that you make available on or through the Platform, and it is your responsibility to protect those rights. Settle assumes no responsibility or liability for any Third-Party Resources made available on or through the Platform. But when you make Third-Party Resources available on or through the Platform, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Third-Party Resources on and through the Platform. You agree that this license includes the right for us to make your Third-Party Resources available to other users of the Platform, who may also use your Third-Party Resources subject to these Terms.
Privacy and Security. Each Developer is responsible for ensuring that any aspect of their network that interacts with the Settle Platform or User Data – including without limitation web servers, databases, computer systems, and third-party data processors – is properly configured to securely operate their Application and store Data. Applications and Developers are prohibited from:
- Degrading or compromising security in any way;
- Providing access to Settle in any fraudulent or unauthorized way, including bypassing or circumventing Settle protocols and access controls;
- Using unpublished APIs;
- Including misleading and/or deceptive statements about Application functionality, performance, origin or Data use;
- Transmitting any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or Data;
- Attempting to reverse-engineer or otherwise derive source code, trade secrets, or know-how in the Settle API or any portion thereof;
- Engaging in any other activity in violation of these Terms.
User Experience. Every Application must be useful, appropriate, and respectful of User privacy. Applications must comply with these Terms. Further, Applications and Developers are prohibited from:
- Degrading or compromising performance of the Platform;
- Using vulgar or obscene language or images. Your Application must not contain or offer content that is violent, extreme, or that a reasonable person would consider inappropriate for the workplace;
- Offering overtly sexual or pornographic content;
- Offering defamatory, discriminatory, or mean-spirited content, including references to or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other sensitive personal attributes, particularly if the Application is intended or likely to humiliate, intimidate, or place a targeted individual or group in harm’s way; or
- Offering content that threatens, risks threatening, or that could reasonably lead to the threatening of physical harm of any person.
Business. Every Application must behave in accordance with appropriate and accepted business conduct. Applications and Developers are prohibited from:
- Circumventing any limitations imposed by Settle (including with regard to pricing, features, and access structures);
- Using Settle’s API to replicate or compete with any core products, services, or functionality offered by Settle;
- Releasing any Application (or portion thereof) on Settle that replicates or competes with any core products, services, or functionality offered by Settle;
- Advertising, including display ads, within the Application experience or Settle platform without prior express written permission from Settle or in connection with advertising programs initiated or approved by Settle. In addition, Applications may not use Data or content from Settle in any advertisements or for purposes of targeting or contacting Users, including within an Application on the Settle Platform or elsewhere;
- Implying endorsement or certification by or affiliation or partnership with Settle without prior express written permission from Settle to so imply; or
- Sub-licensing, distributing, or allowing access to the Settle APIs to any unauthorized person, entity, or service.
Legal. Developers and Applications must comply with all applicable laws and must not engage in, assist, or facilitate any illegal, tortious, or otherwise improper behavior or activity including without limitation:
- Infringement of any intellectual property rights
- Making (or allowing to be made) false, fraudulent, or misleading statements on, within, or with regard to any Application or the Settle Platform (or with regard to any Developer or User);
- Engaging in any unfair or deceptive trade practices;
- Engaging in disparagement or defamation of any Developer, Application, User, or Settle itself (including any representative or agent of Settle) in a manner resulting (or intended to result in) damage to the business or reputation of such Developer, Application, User, or Settle itself (including any representative or agent of Settle);
- Permitting use of the Platform by children under the age of 18;
- Spamming, harassing, stalking, intimidating, or threatening Users, Developers, Applications, or Settle itself (including any representative or agent of Settle);
- Allowing impersonation of Users or otherwise manipulating or circumventing Settle’s User-account system; or
- Conducting or allowing to be conducted any improper, illegal, or unpermitted transactions or performing activities requiring licensure without holding and maintaining in good standing such licensure.
User Data. You are responsible for good Data stewardship practices. You have no independent rights to any Data not received directly from and with the consent of a User. Further, Applications must—
- Use User Data only for the purpose for which it was collected, unless further User consent is obtained or such use is otherwise explicitly permitted by law;
Applications and Developers are prohibited from:
- Collecting, storing, or using Data without obtaining User consent;
- Using Data to contact Users without first obtaining User consent. You may only contact Users for emergencies in which the safety and security of the User is otherwise at risk (and such contact is otherwise in compliance with applicable law);
- Renting, selling, or sharing Data with third parties;
- Creating Applications that encourage Users to interfere with or circumvent any separate data, privacy, or security policy to which Users are bound;
- Exploiting Data to create User profiles other than that which is necessary for the Application to function;
- Ignoring a User’s request for deletion;
- Requesting and using Data not required for your Application’s functioning or permitted by some other legal basis;
- Failing to notify Users about privacy and their Data;
- Accessing Data for surveillance purposes. You may not use or access User Data to conduct, allow any entity to conduct, or assist any entity in conducting unauthorized surveillance or unauthorized discovery of User Data; or
- Otherwise exploiting Data in a way not approved by Settle and not disclosed to and permitted by Users. You may, however, use Data that is both aggregated and anonymized for purposes of analytics and development related to the Application.
Chat Hub Owner terms
A Chat Hub Owner may use and operate his or her Chat Hub in any manner that’s permitted under applicable law and consistent with this terms and all other applicable terms and policies set forth by Settle. A Chat Hub Owner has no claim to legal ownership of a Chat Hub or of Settle or any portion thereof. A Chat Hub Owners’ rights are inferior to Settle’s rights and may not be transferred without prior written approval from Settle.
Settle may terminate, suspend, or revoke access to any Chat Hub or status as Chat Hub Owner at any time, without notice, for any reason, including for a breach of these terms or any other Settle terms or policies. Settle’s right to terminate or suspend access applies equally to Chat Hub Users and Chat Hub Owners. Settle has no obligation – and does not plan – to monitor Chat Hubs, but it may do so in its discretion. That said, in the future, Settle expects to provide the ability for Chat Hub Owners to encrypt messages and content within Chat Hubs (“Private Chat Hubs”). No person who is not a member of a Private Chat Hub (including Settle) will be able to view the messages or content within that Private Chat Hub. Settle will have no ability to monitor any Private Chat Hub
Settle neither endorses nor controls any message or content that takes place within any Chat Hub Settle will not under any circumstances be liable for any activity taking place or content or messages posted within a Chat Hub. Settle is not responsible for any information shared within any Chat Hub or for the actions of any User.
Chat Hub Owners are expressly prohibited from using any Settle Chat Hub or their position as Chat Hub Owner in order to:
- post, upload, transmit, or otherwise disseminate information that is violent; extreme; vulgar, obscene, or considered by a reasonable person to be inappropriate for the workplace; overtly sexual or pornographic; defamatory, discriminatory, or mean-spirited, including references to or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other sensitive personal attributes; intended or likely to humiliate, intimidate, or place any person or group in harm’s way; threatening or could reasonably lead to the threatening of physical harm of any person defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse anyone;
- engage in conduct that is fraudulent, illegal, or otherwise harmful to Settle or any User, Developer, Application, or Chat Hub Owner;
- upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs;
- engage in any activity that may damage the operation of Settle or other Users’ computers;
- violate the contractual, personal, intellectual-property, or other rights of any party. This includes using, uploading, transmitting, distributing, or otherwise making available any information made available through a Chat Hub or elsewhere on Settle in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
- attempt to obtain passwords or other private information from other members;
- make false reports to Settle;
- develop, distribute, or publicly inform other members of any software program or application in violation of any applicable license agreements; or
- engage in or allow any activity that violates these Terms or any other terms or policies of Settle.
As a Chat Hub Owner, you further acknowledge and agree that:
- You will moderate the activity within your Chat Hub in order to ensure compliance with all applicable laws and Settle terms and policies;
- If you receive a report or complaint that activity taking place in your Chat Hub violates any applicable law or Settle term or policy, you will take prompt action to investigate and address any reasonable concern, including without limitation by restricting access or membership of any offending User, removing content, or otherwise;
- You may not represent that you are authorized to act on behalf of Settle;
- You may not enter into any agreement with a third party on behalf of Settle without Settle’s prior written approval;
- If you have access to non-public information as a result of your position as Chat Hub Owner, you will use such information only in connection with your performance as a Chat Hub Owner and only in a manner that is consistent with applicable laws
The terms in this Section 4 are not meant to be exhaustive, and Settle reserves the right to determine what conduct we consider to be a violation of these or any other terms or policy in connection with any Application, Developer, Chat Hub, or Chat Hub Owner. Settle reserves the right to take appropriate action in its discretion including without limitation termination, suspension, or revocation of any Account, or Chat Hub or status as Developer or Chat Hub Owner without notice. Settle has no obligation – and does not plan – to monitor Chat Hubs or Applications (after deployment), but it may do so in its discretion. That said, in the future, Settle expects to provide the ability for Chat Hub Owners to encrypt messages and content within Chat Hubs (“Private Chat Hubs”). No person who is not a member of a Private Chat Hub (including Settle) will be able to view the messages or content within that Private Chat Hub. Settle will have no ability to monitor any Private Chat Hub.
Settle neither endorses nor controls any particular Developer, Application, or Chat Hub or any message or content that takes place within any Chat Hub. Settle will not under any circumstances be liable for the behavior of any Application or any activity taking place or content or messages posted within a Chat Hub. Settle is not responsible for any information shared within any Chat Hub or for the actions of any User, Developer, or Chat Hub Owner.
Data breach. If Data is breached, exposed, exploited, or otherwise compromised through your Application, Chat Hub, or otherwise, you must inform all affected Users and Settle immediately. You can reach Settle at [email protected].
Violations of this Section 4 may result in removal from Settle’s App Store; Chat Hub termination; token revocation; Developer, Application or Chat Hub Owner suspension; User notification; legal action; or any other action deemed appropriate by Settle, with or without prior notice from Settle (as appropriate). Settle reserves the right to request proof of your compliance with this policy.
Section 5 – Optional paid services.
Optional paid services or upgrades may be available on or through the Platform, and such services or upgrades may be offered by subscription or otherwise. When you purchase any optional paid service or upgrade, you will enter into a separate agreement with Settle that will govern the terms of your purchase or subscription. In general, you will agree to pay to Settle the amount indicated; by the method indicated; at the time indicated; at the recurring intervals indicated (if applicable); for the duration indicated. Payments will be charged on a pre-pay basis on the day you begin utilizing the service or upgrade and will cover the use of that service or upgrade for the duration indicated. Payments are not refundable.
If your debit card, credit card, or other payment information (“Payment Information”) is declined for any payment owed to Settle, you must provide new Payment Information, or Settle will cancel or revoke your subscription, paid service, or upgrade, as applicable. If you provide new Payment Information and are successfully charged, your new subscription period will be based on the original renewal date, and not the date of the successful charge. You may cancel a subscription at any time before the end of the current billing period, and the cancellation will take effect on the next billing period. Your subscription will remain active from the time you cancel until the start of the next billing period, and you will not receive a refund or credit for any remaining days in your current billing period.
UNLESS YOU NOTIFY US PRIOR TO A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO-RENEW, YOU UNDERSTAND THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE, AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES USING YOUR PAYMENT INFORMATION.
Section 6 – Hyperlinks.
You are granted a limited, nonexclusive, non-transferable right to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray Settle or our affiliates or any of our products or services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any inappropriate or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time. You may not use a Settle logo or other proprietary intellectual property of Settle to link to the Platform or Content without our prior written permission. Further, you may not frame or utilize framing techniques to enclose any Settle trademark or other proprietary information (including, without limitation, any images, text, or page layout) without our prior written consent.
Section 7 – Access to Third Party Resources.
The Platform may make available information, data, materials, services, functionality, or other resources (“Resources”) as well as references and links to such Resources. Certain Resources made available on or through the Platform are delivered or made available by third parties (“Third Party Resources”). Third Party Resources include Applications and messages and content within Chat Hubs. Settle provides access to Third Party Resources only as a convenience and neither controls, endorses, is responsible for, reviews, nor monitors Third Party Resources. Settle may block or disable access to any Third Party Resource (in whole or part) through the Platform at any time. Certain Third Party Resources may, among other things, be inaccurate, misleading, or deceptive. Settle makes no – and nothing in this Agreement will be deemed to be a – representation or warranty with respect to any Third Party Resources. In addition, the availability of any Third Party Resources through the Platform does not imply our endorsement of or affiliation with any provider of such Third Party Resources, nor does such availability necessarily create any legal relationship between you and any such third party provider. When you access Third Party Resources, we may not warn you that you have left our Platform, and when you leave our Platform, this Agreement no longer governs. Your use or access of Third Party Resources is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third Party Resources (such as terms of service or privacy policies of the providers of such Third Party Resources). You are encouraged to review any such terms, conditions, and policies, including privacy and data-gathering practices, and to make whatever investigation you feel necessary or appropriate before engaging or transacting with any third party. Resources and Third Party Resources are subject to change at any time without notice. To the fullest extent permitted under applicable law, we disclaim all liability and responsibility arising from any reliance placed on any Resources or Third Party Resources by you, any other user of the Platform, or anyone who may be informed of the content of any Resources or Third Party Resources.
Section 8 – User conduct.
You are responsible for researching, understanding, and complying with all laws in any jurisdiction from which you access the Platform. You agree that your accessing or using our Platform will not violate any law, contract, intellectual-property right, or other third-party right and that you are solely responsible for your conduct while accessing or using the Platform. You agree that you will abide by this Agreement and that you will not:
- provide false or misleading information to Settle;
- use or attempt to use another user’s Account without authorization from such user and Settle;
- use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform. This includes, without limitation, posting, transmitting or otherwise making available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating or that otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.
- use the Platform in any manner that could damage, disable, overburden, or impair the functioning of the Platform in any manner. This includes, without limitation, posting, transmitting, or otherwise making available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware, scareware, malware, ransomware, or other computer code, file, or program that is harmful or potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
- interfere with or disrupt the operation of the platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform (including any Content available thereby); or violate any requirement, procedure, or policy of such servers or networks;
- develop, utilize, or disseminate any software – or interact with any API in any manner – that could damage, harm, or impair the Platform;
- reverse-engineer, decompile, or disassemble any aspect or portion of the Platform or do anything that might reveal source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform (except to the extent such restriction is expressly prohibited by applicable law);
- attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Platform that you are not authorized to access;
- use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Platform, extract data, or otherwise interfere with or modify the Platform’s functionality or the rendering of Platform pages. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Platform’s website’s root directory, Settle grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Settle reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.;
- use data collected from the Platform to contact individuals, companies, or other persons or entities outside of the Platform;
- use data collected from the Platform for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
- bypass or ignore instructions that control automated access to the Platform;
- restrict or inhibit any other person from using the Platform;
- remove any copyright, trademark, or other proprietary rights notice from the Platform;
- frame or mirror any portion of the Platform or otherwise incorporate any portion of the Platform into any product or service without Settle’s express prior written consent;
- reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Platform (except as expressly authorized herein) without Settle’s express prior written consent;
- systematically download and store Platform Content; or
- use the Platform for any illegal or unauthorized purpose, including but not limited to money laundering, terrorist financing, or deliberately engaging in or promoting any any activity that violates this Agreement.
Section 9 – Transactions.
The Platform may include features that assist you in sharing information (hereinafter defined as “Transaction Information”) with third parties regarding your interest in participating in transactions (hereinafter defined as “Transactions”) involving transfers of things of value (digital or otherwise). The Platform does not take custody, match buyers and sellers, provide investment advice, participate in price negotiations, receive Transaction-related compensation, or execute Transactions.
All such Transactions, whether initiated on or through the Platform or otherwise, do not take place on or through the Platform, but instead take place on or through third-party platforms, protocols (e.g., the 0x protocol, see https://0xproject.com/), or underlying blockchains (e.g., Ethereum, see https://ethereum.org/). Settle does not monitor any Transactions or Transaction Information initiated on or through the Platform and does not monitor whether any Transactions or Transaction Information is in fact initiated on or through the Platform. Settle accepts no responsibility or liability for the actions or inactions of Platform users, and Settle cannot and does not guarantee the identity of any provider or recipient of any Transaction Information or the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of any Transaction Information or of any Transaction. By submitting Transaction Information on or through the Platform, you grant to us the right to provide such Transaction Information to users of the Platform and other third parties.
Further, by sharing Transaction Information through the Platform, you represent, warrant, acknowledge, and agree that:
- any assets or things of value referred to by or involved in Transaction Information will be used only in a lawful manner;
- you will initiate or interact with Transaction Information truthfully and will only offer or accept a Transaction that involves legally-obtained assets or things of value that belong to you;
- you will not engage in, further, perform, undertake, aid in or abet any unlawful activity (including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, or the financing of terrorism, intellectual property infringement, or violent or abusive activities) (“Prohibited Activity”) through the Transactions or use of the Platform. We reserve the right to refuse to publish, post, or otherwise make available any Transaction Information
- if we suspect that any Transaction Information relates (or has a high risk of relating) to a Prohibited Activity or otherwise violates these Terms, we reserve the right to take any appropriate action (at our discretion) including without limitation termination, suspension, or revocation of any offending Account, Application, or Chat Hub;
- you will obey all applicable laws in connection with all Transaction Information and Transactions;
- you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services. You are not and have not been placed on the “Specially Designated Nationals and Blocked Persons List” by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury;
- you are not and have not been placed on the “Denied Persons List” by the Bureau of Industry and Security of the United States Department of Commerce;
- you will not use the Platform if the laws of your jurisdiction prohibit you from doing so in accordance with this Agreement;
- you acknowledge and agree that we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Transaction Information or any asset or thing of value involved in any Transaction and that we are not responsible for ensuring that a third party with whom you ultimately transact actually completes the Transaction or is authorized or able to do so. If you experience a problem with any Transaction Information or Transaction, you bear the entire risk.
Section 10 – Feedback.
You can submit questions, comments, suggestions, ideas, original or creative materials, or other information about Settle or the Platform (collectively, “Feedback”). You agree that you submit any Feedback at your own risk and that Settle has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant Settle a fully-paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any and all Feedback and to sublicense the foregoing rights in connection with the operation and maintenance of the Platform.
Section 11 – Indemnification.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Settle and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Settle Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to (a) your use or misuse of the Platform or Content (b) any Feedback you provide, (c) your violation of this Agreement, or (d) your violation of the rights of a third party, including another user of the Platform. You agree to promptly notify Settle of any third-party Claims and to cooperate with the Settle Parties in defending such Claims. You further agree that the Settle Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND SETTLE.
Section 12 – Disclaimers.
- EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY SETTLE, THE PLATFORM AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SETTLE MAKES NO WARRANTY THAT THE PLATFORM WILL: (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SETTLE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE PLATFORM AND ALL CONTENT CONTAINED THEREIN. SETTLE DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT ON OR AVAILABLE THROUGH THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR NOT TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON OR AVAILABLE THROUGH THE PLATFORM. WHILE SETTLE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM AND CONTENT SAFE, SETTLE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
- WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, AND WE TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR ANY REASON, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING, OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM.
- NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH, OR BODILY INJURY CAUSED BY GROSS NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LEGITIMATE MEANS.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Section 13 – Assumption of risk.
Use of the Platform and participation in Transactions may carry financial risk. You accept and acknowledge:
- You are responsible for complying with applicable law. You agree neither that Settle nor any other Settle Party is responsible for determining whether or which laws apply to any Transactions that occur as a result of Transaction Information initiated on the Platform.
- You are solely responsible for determining what, if any, taxes apply to any Transactions that occur as a result of Transaction Information initiated on the Platform. Neither Settle nor any other Settle Party is responsible for determining the taxes that apply to any Transaction.
- Our Platform does not store, send, receive, or take custody of any cryptocurrency or other digital asset. Any transfer of cryptocurrency or other digital asset occurs on or through third-party platforms, protocols, or underlying blockchains, not on this Platform.
- There are risks associated with using digital things of value including without limitation the risk of unreliable hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Settle will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform, however caused.
Section 14 – Limitation of liability and release.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SETTLE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE PLATFORM, OR THIRD-PARTY PLATFORMS, PRODUCTS, OR SERVICES OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF SETTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE PLATFORM AND THIRD-PARTY PLATFORMS, PRODUCTS, OR SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR ANY LOSS OF DATA RESULTING THEREFROM.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SETTLE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ACCESS TO AND USE OF THE PLATFORM, CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED FROM US EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY SETTLE FROM YOU FOR YOUR USE OF THE PLATFORM.
- THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF SETTLE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY SETTLE’S GROSS NEGLIGENCE OR (B) ANY INJURY CAUSED BY SETTLE’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THIS LIMITATION MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
Section 15 – Changes to the Platform.
We reserve the right in our sole discretion to modify, suspend, or discontinue – temporarily or permanently – the Platform or any features or parts thereof at any time and without liability.
Section 16 – Dispute resolution; arbitration.
Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Settle and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Platform, Content, or any products or services sold or distributed on or through the Platform or to any aspect of your relationship with Settle will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Settle may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
- Arbitration rules and forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, FBT of Tennessee Inc., 150 3rd Avenue S., Suite 1900, Nashville, Tennessee, 37201-2043, USA. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000 (not inclusive of attorneys’ fees and interest) shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-streamlined-arbitration/. All other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Settle will pay them for you. In addition, Settle will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines that the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Settle. The arbitration proceeding will not be consolidated with any other matter or joined with any other case or party. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including a calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of jury trial. YOU AND SETTLE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND TO HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Settle are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16(1) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and an arbitration award is subject to very limited court review.
- Waiver of class or other non-individualized relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE OR CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED TOGETHER OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of Tennessee. All other claims shall be arbitrated in accordance with this Arbitration Agreement.
- Thirty-day right to opt out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Settle Arbitration Opt-Out, c/o Proveq, LLC, 901 Woodland St., Nashville, TN 37206 USA within thirty (30) days after first becoming subject to this Arbitration Agreement. You may also submit your decision to [email protected]. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have or may enter into in the future with us.
- Severability. Except as provided in Section 16(5), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival. This Arbitration Agreement will survive the termination of your relationship with Settle.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Settle makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by mailing your clear written intentions to Settle Arbitration Opt-Out, c/o Proveq, LLC, 901 Woodland St., Nashville, TN 37206 USA or sending an email to [email protected].
Section 17 – Promotions.
Section 18 – Governing law and venue.
The Platform is controlled or operated (or both) from the United States and is not intended to subject Settle to any non-U.S. jurisdiction or law. The Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose, in our sole discretion.
This Agreement and, your access to and use of the Platform and Content shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee, without giving effect to choice of law principles thereof (or of any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or that cannot be heard in small claims court shall be resolved in the state or federal courts sitting in the County of Davidson, State of Tennessee.
Section 19 – Termination.
Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your Account or your right to access or use the Platform at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. If you wish to terminate your Account, you may do so by discontinuing your use of the Platform, subject to any purchase or subscription agreement between you and Settle.
Section 20 – Survival.
Any provision of this Agreement which by its nature is intended to survive termination of this Agreement shall survive termination of this Agreement.
Section 21 – Severability.
If any term, clause, or provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, such determination shall not affect the legality, validity, or enforceability of any other term, clause, or provision of this Agreement, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable term, clause, or provision had never been included.
Section 22 – Export controls.
You are responsible for complying with United States export controls and for any violation of such controls, including any U.S. government embargoes or other federal rules and regulations restricting exports. You represent, warrant and, covenant that you are not (a) located in or a resident or national of any country that is subject to a U.S. government embargo or other restriction or that has been designated by the U.S. government as a “terrorist supporting” country or jurisdiction; or (b) on any of the U.S. government lists of restricted end users.
Section 23 – Miscellaneous.
This Agreement constitutes the entire agreement between you and Settle relating to your access to and use of the Platform and Content.
- This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you without the prior written consent of Settle.
- Settle’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
- Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and is not intended to confer third-party beneficiary rights upon any other person or entity.
- Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Settle to be treated as partners, joint venturers (or otherwise as joint associates for profit), or as having any principal-agent relationship.