DEBTSY, INC.

TERMS OF SERVICE

 

Last updated: November 15, 2017

 

Debtsy, Inc. (referred to as “Debtsy,” “Company,” “us”, “we” or “our”) provides an online platform accessible at www.debtsy.com, or any debtsy.com sub-domains (collectively, the “Sites”) to facilitate and simplify debt collection services, including to allow for the following (collectively, “Debtsy Services”):

•           lenders to whom monies are owed (“Creditor(s)”) may track and facilitate the recovery of such monies from loans made by them that are in delinquency or in default (“Delinquent Debts”),

•           persons or institutions that owe monies or third-parties with the authority to discuss or negotiate the debt on behalf of such persons or institutions (in each case, “Debtor(s)”) may resolve Delinquent Debts (collectively, the “Debtsy Services”).

These terms and conditions, together with all agreements expressly incorporated by reference (collectively, these “Terms”), govern your access to and use of the Debtsy Services, including all content, functionality, and services offered on or through the Debtsy Services, regardless of whether or not you create an account with us (an “Account”).  The terms “you,” “your” or “end user” as used in these Terms means any person or entity acting as a Creditor, Debtor, or otherwise using the Debtsy Services, including by accessing the Site (each, a “User”).

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING UNDER THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

THIS IS A LEGAL AGREEMENT. BY CLICKING THE “ACCEPT” OR SIMILAR BUTTON OR TICK BOX, BY ACCESSING OR USING ANY OF THE DEBTSY SERVICES (IN THE CASE OF THE SITE, WHETHER AS A GUEST OR WITH AN ACCOUNT), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AS WELL AS ANY AND ALL ADDITIONAL TERMS AND POLICIES WE PROVIDE, INCLUDING, WITHOUT LIMITATION, OUR PRIVACY POLICY (https://www.debtsy.com/legal/privacy.html), ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “ACCEPT” OR SIMILAR BUTTON OR TICK BOX, SIGN UP FOR AN ACCOUNT, OR OTHERWISE ACCESS OR USE THE DEBTSY SERVICES. 

These Terms give you specific legal rights, and you may also have additional legal rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by Applicable Laws (as defined in Section 7 of these Terms).

 

TABLE OF CONTENTS

1.    Key Terms  1

2.    Eligibility; No Use by Minors  1

3.    Privacy  1

4.    Creating an Account 1

5.    Access to the Debtsy Services  2

6.    Accuracy and Completeness of Information  2

7.    Applicable Laws  3

8.    Payments  3

9.    Payment Methods  4

10.  Usage Restrictions  4

11.  Termination  5

12.  Intellectual Property  5

13.  User Submissions  6

14.  Feedback  6

15.  Copyright Policy and Complaints  7

16.  Linking from the Site, Social Media Channels or E-mails  8

17.  Use of Service Providers  8

18.  Technical Requirements  8

19.  Service Availability; Account Security  8

20.  Electronic Communications  9

21.  Disclaimer of Warranties  9

22.  Limitation of Liability  11

23.  Indemnification  12

24.  United States Only  13

25.  Miscellaneous  13

 

1.     Key Terms

THE DEBTSY SERVICES ARE COMPRISED OF AN ONLINE SOFTWARE PLATFORM THROUGH WHICH CREDITORS AND DEBTORS ENGAGE IN THE RESOLUTION OF DELINQUENT DEBTS. YOU UNDERSTAND AND AGREE THAT FOR PURPOSES OF THE DEBTSY SERVICES PROVIDED BY DEBTSY, DEBTSY IS ACTING AS A “DEBT COLLECTOR,” AS DEFINED UNDER THE FAIR DEBT COLLECTION PRACTICES ACT.  

 

These Services are not available where prohibited or limited by Applicable Laws.

 

2.     Eligibility; No Use by Minors

The Debtsy Services are intended solely for users who are 18 years of age or older. By accessing or using the Debtsy Services, you represent and warrant that (i) you are 18 or older and otherwise have capacity to contract and (ii) if you are accessing or using the Debtsy Services on behalf of an entity, you have the authority to bind that entity to these Terms.

Use of the Debtsy Services is void where prohibited. Debtsy does not offer Debtsy Services outside of the United States and the Debtsy Services are intended for a United States audience and controlled and offered by Debtsy from the United States.  Debtsy makes no representations that the Debtsy Services are appropriate or available for use in other locations. Those who access or use the Debtsy Services from other jurisdictions are responsible for compliance with local law and Debtsy expressly disclaims any responsibility or liability for any and all such use outside of the United States.

3.     Privacy

Our Privacy Policy governs the processing of all data collected from you in connection with your use of the Debtsy Services.  Please carefully review our Privacy Policy to learn about how we collect and use your data before accessing or using the Debtsy Services.   

4.     Creating an Account

To access the Debtsy Services you are required to have an Account. In order for us to set up your Account you may be asked to provide certain registration details or other information. If you are opening an Account as a Creditor, you are required to agree to a written agreement with Debtsy prior to receiving an Account and being able to access the Debtsy Services. If you are a Debtor, you will be required to verify your identity in order to confirm and access your Account. You represent and warrant that: (i) all required registration information you submit is correct, current, and complete; (ii) you will maintain the accuracy of such information; (iii) your use of the Debtsy Services does not violate any Applicable Laws or regulation; (iv) all of your communications with other Users will be in good faith and truthful; and (v) your facility and the location from where you are accessing and using the Debtsy Services are located in the United States. You agree that all information you provide to register for an Account, through the Debtsy Services or otherwise, including but not limited to through the use of any Interactive Features of the Debtsy Services is: (A) true and accurate and (B) is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

5.     Access to the Debtsy Services

Subject to your compliance with these Terms and your payment of any applicable fees charged by Debtsy in consideration for your use of the Debtsy Services (“Service Fees”), Debtsy or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Debtsy Services. This license does not include any resale use of any Debtsy Services, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Debtsy Services or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by Debtsy or its licensors, suppliers, publishers, rightsholders, or other content providers. No Debtsy Services, nor any part of any Debtsy Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Debtsy. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Debtsy without the express written consent of Debtsy. You may not use any meta tags or any other "hidden text" utilizing Debtsy's name or trademarks without the express written consent of Debtsy. You may use the Debtsy Services only as permitted by law. The licenses granted by Debtsy and your right to access and use the Debtsy Services terminate if you do not comply with these Terms.

6.     Accuracy and Completeness of Information

Debtsy is not responsible for any harm or damage that may occur if information made available on or through the Debtsy Services by Debtsy, or by any Creditor, Debtor, Service Provider (as defined in Section 17), User or any other person or entity (including certain information or other content from third parties), is not accurate, reliable, effective, complete, or current, and we make no endorsement, representation, warranty, or guarantee of any kind about any such content, information, services, communications, or recommendations (collectively, “Debtsy Content”).  Such Debtsy Content is provided for general information only and should not be relied upon or used as the basis for making decisions without interacting with any Creditors, Debtors, or other Users directly. All information reflected in the Debtsy Content or elsewhere on the Sites that was provided to Debtsy by any third party, including any Service Provider, Creditor, Debtor, or other User has been represented to us as true, complete and accurate at the time such information was provided, however, we do not represent, warrant, or guarantee that any Service Provider, Creditor, Debtor, or other User contributing to the Debtsy Services is presenting accurate or complete information through the Debtsy Services or otherwise. You acknowledge that information provided through the Debtsy Services may be unavailable, inaccurate, or incomplete, including any representations made regarding performing any debt collection services, and any information about any specific Debtor, Creditor or other User.

7.     Applicable Laws

You acknowledge and agree that (a) your use of the Debtsy Services does not serve as your compliance with Applicable Laws and will not violate any provision of any Applicable Laws to which you are subject or pursuant to which you conduct your business, and (b) you will comply with all Applicable Laws when using the Debtsy Services, which may include, among other Applicable Laws:  Fair Debt Collection Practices Act (FDCPA) (15 U.S.C. § 1601), Fair Credit Reporting Act (FCRA) (15 U.S.C. § 1681), Equal Credit Opportunity Act (ECOA) (15 U.S.C. § 1691), Gramm-Leach-Bliley Act (GLBA) (15 U.S.C. § 6801), the Federal Trade Commission Act (15 U.S.C. § 45), and the Office of the Comptroller of the Currency Regulation (12 C.F.R. Part 40).

Applicable Laws” means any (a) law, statute, regulation, ordinance, or subordinate legislation in force from time to time; (b) common law; (c) order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority (defined in next paragraph below); (d) directive, policy, guideline, rule, or order made or given by a Governmental Authority, of, in the case of items (a) through (d) above, any country, or other national, federal, commonwealth, state, provincial, or local jurisdiction.

Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.

8.     Payments

Payments made by Users through the Sites in connection with the Debtsy Services, including any applicable payment of the Service Fees are processed using commercial or personal check, wire transfer, or through one of our third-party payment service provider(s) (each, a “Payment Service Provider”). Each of our Payment Service Providers accepts the Payment Methods listed in Section 9 below. Debtsy does not view or store your full credit card information. For all purchases, our Payment Service Providers will collect your payment method details and charge your payment method. If we have your email on file with us, we may send you a confirmation notice for such payment.

You represent and warrant that (a) the Account, order, and payment method information you supply to us or our Payment Service Providers, as applicable, is true, correct and complete, (b) you are duly authorized to use such payment method for the purchase, (c) charges incurred by you will be honored by your payment method company, (d) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any, (e) you will not transfer the Debtsy Services or password to anyone else, and (f) you will report to us any unauthorized or prohibited access or use of the Debtsy Services through your Account.

 

If any of your Account or payment method information changes, as may be applicable to you, you agree to promptly update this information using the Site. We are not liable for any unauthorized use of your credit card, debit card, or other payment method by a third party in connection with your use of the Site or the Debtsy Services.

9.     Payment Methods

Payment for any applicable Service Fees can be made using ACH, credit card, commercial or personal check, or wire transfer.  If you use any payment card to pay any fees, including the Service Fees, you hereby consent that we may submit charges to be charged to your payment card for such fees, including the Service Fees in accordance with these Terms.

10.  Usage Restrictions

The rights granted to you in these Terms are subject to the restrictions in this Section. You hereby warrant, represent and agree that you will not use the Debtsy Services or contribute any Debtsy Content in the following manner: (i) rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Debtsy Services or any part thereof; (ii) modify, make derivative works of, disassemble, reverse compile, attempt to find the source code of, or reverse engineer any part of the Debtsy Services; (iii) access the Debtsy Services in order to build a similar or competitive service; (iv) except as expressly stated herein, copy, reproduce, distribute, republish, download, post, display or transmit any part of the Debtsy Services; (v) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter, interfere with or disrupt a computer or communication network, handheld device, mobile device, data, the Debtsy Services, or any other system, device or property; (vi) access (or attempt to access) any of the Debtsy Services by means other than through the interface that is provided by Debtsy; (vii) access or use the Debtsy Services in a way intended to avoid incurring fees; (viii) remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices); (ix) circumvent, disable, or otherwise interfere with the security or functionality of the Debtsy Services or of features that prevent or restrict use or copying of any content or that enforce limitations on use of the Debtsy Services or their content; (x) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Debtsy Services, the server(s) on which the Debtsy Services are stored, or any server, computer, or database connected to the Debtsy Services; (xi) infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (xii) violate any law, statute, ordinance, or regulation; (xiii) impersonate any person or entity, including without limitation any employee or representative of Debtsy; (xiv) jeopardize the security of a user’s Account or anyone else’s Account; (xv) attempt, in any manner, to obtain the password, Account, or other security information from any other user; or (xvi) run Maillist, Listserv, or any form of auto-responder or “spam” on the Debtsy Services or any processes that otherwise interfere with the proper working of the Debtsy Services (including by placing an unreasonable load on the Debtsy Services’ infrastructure).

11.  Termination

These Terms will remain in full force and effect so long as you continue to access or use any of the Debtsy Services unless terminated under this Section. Debtsy may terminate your Account or your license to use the Debtsy Services at any time, without warning, in its sole discretion, for any reason, including, but not limited to, your failure to abide by these Terms, our Privacy Policy, any other agreements incorporated by reference, or any other Debtsy policies, or for non-payment of Service Fees to Debtsy (if applicable to you) in accordance with these Terms. Even after your Account or license to use the Debtsy Services is terminated, these Terms and our Privacy Policy, including all of your obligations under these Terms and our Privacy Policy prior to such termination, will remain in full force and effect and will govern any and all disputes arising out of your use of the Debtsy Services. Accounts may not be transferred to any other person or entity.

Debtsy reserves the right to suspend, or discontinue the Debtsy Services or any part thereof with or without notice to you. You agree that Debtsy will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Debtsy Services or any part thereof.  The Debtsy Services or any part thereof may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances.

12.  Intellectual Property

The Debtsy Services, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, graphics, animation, video, and audio, and the design, selection, and arrangement thereof), are owned by Debtsy, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You acknowledge and agree that Debtsy and its licensors own all right, title and interest, including all intellectual property rights and other proprietary rights, in and to the Debtsy Services, and no rights in the foregoing are transferred to you hereunder. The content of the Debtsy Services may not be copied, disseminated, altered or made accessible to third parties for commercial purposes or by you for any purpose other than as expressly set forth in these Terms.

All Debtsy trademarks, service marks, typefaces, company designs, logos and emblems on the Debtsy Services and other Debtsy materials are protected by trademark law. The marks and design elements used on the Debtsy Services, and other Debtsy materials are intellectual property of Debtsy or its licensors. You will not copy, use, infringe upon, misappropriate or otherwise violate these marks and design elements.  The Debtsy Services may also display other product, service and/or company names that may be the trademarks of their respective owners.

13.  User Submissions

By using the Debtsy Services, you may have the opportunity to provide Debtsy with information through interactive features Debtsy may provide on or through the Debtsy Services, including, without limitation, message boards, messaging/chat features, information sharing features (including the ability to e-mail information directly to other users), content sharing features, profiles, forums, and bulletin boards (collectively, “Interactive Features”) that allow users to post, submit, publish, display or transmit to other users, Debtsy, or other persons, (“post”) information, data, content or materials, including, without limitation, any and all image(s), text, photograph(s), video(s), and sound recordings (“User Submissions”).  

If you do post or submit User Submissions, and unless we indicate otherwise, you grant Debtsy a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Debtsy the right to use the name that you submit in connection with such content, at Debtsy’s option. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Debtsy for all claims resulting from content you supply. Debtsy has the right but not the obligation to monitor and edit or remove any activity or content. Debtsy takes no responsibility and assumes no liability for any content posted by you or any third party.

14.  Feedback

In the course of using the Debtsy Services, you may choose to, or we may invite you to, submit information, comments, suggestions, or Ideas to us about you, your business, the Debtsy Services, products, services, and marketing, including how to improve them (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction, and will not place Debtsy under any fiduciary or other obligation. Debtsy may use, exploit, copy, modify, publish, or redistribute the Ideas for any purpose and in any way without any compensation to you. You also agree that Debtsy may have similar Ideas under development and does not waive any rights to use similar or related Ideas previously known to Debtsy, developed by its employees or contractors, or obtained from other sources.  Any Ideas submitted to us will be covered by our Privacy Policy.

15.  Copyright Policy and Complaints

Debtsy respects the rights of all copyright holders and has adopted and implemented a policy that provides for the removal of materials from the Debtsy Services that infringe the rights of copyright holders. If you believe that any material on the Debtsy Services infringes upon any copyright that you own or control, please provide Debtsy’s Copyright Agent (as defined below) the following information:

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

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

3.   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 us to locate the material;

4.   Information reasonably sufficient to permit us to contact the complaining party;

5.   A statement that the complaining party has 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

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

Debtsy’s Copyright Agent for notice of claims of copyright infringement on or regarding the Debtsy Services can be reached via email at legal@debtsy.com.

Counter-Notice. If you believe that your Debtsy Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Debtsy Content, you may send a counter-notice containing the following information to Debtsy’s Copyright Agent:

1.     Your physical or electronic signature;

2.     Identification of the Debtsy Content that has been removed or to which access has been disabled and the location at which the Debtsy Content appeared before it was removed or disabled;

3.     A statement that you have a good faith belief that the Debtsy Content was removed or disabled as a result of mistake or a misidentification of the Debtsy Content; and

4.     Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by Debtsy’s Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Debtsy Content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the Debtsy Content provider, member or user, the removed Debtsy Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Debtsy’s sole discretion.

16.  Linking from the Site, Social Media Channels or E-mails

Our Debtsy Services or e-mails may contain links to other third‑party sites that we do not control or maintain. We are not responsible for the privacy practices of any third‑party site. If you follow a link from the Debtsy Services or e-mails to another site or application, that site or application’s privacy policies will govern any information that site or application collects about you. Please note when you leave the Debtsy Services or an e-mail, and review the privacy statement at your destination before submitting any personal information.

17.  Use of Service Providers

We may use third parties to provide any of the Debtsy Services, in whole or in part (“Service Providers”). Our Service Providers are independent contractors. You understand that each such service is not controlled by Debtsy but rather by the Service Provider over which Debtsy has no control or power. Debtsy shall not be liable for the acts or omissions of such Service Providers and does not provide any representation, warranty or guarantee as to their services.

18.  Technical Requirements

You are responsible for making all arrangements necessary to have access to the Debtsy Services, including, as applicable, your use of a computer with adequate software [or a supported mobile device] with internet connectivity, and ensuring that all persons who access the Debtsy Services through your computer are aware of these Terms and comply with them. We shall not have any responsibility or liability for any telephone, data or other costs you may incur.

19.  Service Availability; Account Security

Service Availability.  You acknowledge that the Debtsy Services are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive the Debtsy Services in any given time or at all. The Debtsy Services are subject to interruptions from time to time and failures for a variety of reasons beyond Debtsy’s control.

Account Security.  If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is private and agree not to provide access to your Account to any other person or entity. You are at all times wholly responsible and liable for any activity that may occur on your Account.  You agree to notify us immediately of any unauthorized access to or use of your Account, your user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all activity that occurs in association with your Account and for the confidentiality and security of any personal information and Debtsy Content sent from or stored on your computer by the Debtsy Services.  Debtsy is not liable for any losses or damages caused by your failure to maintain the confidentiality or security of your Account credentials or such personal information or Debtsy Content.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

20.  Electronic Communications

When you use any Debtsy Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

21.  Disclaimer of Warranties

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE DEBTSY SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DEBTSY SERVICES IS PROVIDED BY DEBTSY ON AN “AS IS,” “WHERE IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. DEBTSY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE OPERATION OF THE DEBTSY SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DEBTSY SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY RELIANCE ON OR USE OF THE CONTENT OR DEBTSY SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, DEBTSY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE,  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, SATISFACTORY QUALITY, AND QUIET ENJOYMENT.  DEBTSY DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. DEBTSY DOES NOT WARRANT THAT THE DEBTSY SERVICES, OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DEBTSY SERVICES, OR DEBTSY OR ITS HOSTING PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO DEBTSY PARTY WILL BE LIABLE FOR ANY LOSSES CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, EAVESDROPPERS, HACKERS, INTERCEPTORS, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT OR OTHERWISE DAMAGE YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, MOBILE DEVICE, OR ANY OTHER MATERIALS DUE TO YOUR USE OF THE DEBTSY SERVICES OR YOUR ACCESSING OR DOWNLOADING OF ANY MATERIAL AVAILABLE THROUGH THE DEBTSY SERVICES. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE DEBTSY SERVICES (OR ANY PART OF THE FOREGOING), OR ANY INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE DEBTSY SERVICES OR ANY PART THEREOF (I) WILL WORK WITH ANY ASSOCIATED EQUIPMENT, DEVICES, SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES; (II) WILL DELIVER RESULTS THAT ARE INTENDED, ACCURATE OR RELIABLE; (III) WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; OR (IV) WILL MEET YOUR EXPECTATIONS. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE DEBTSY SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE DEBTSY SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY RELIANCE ON OR USE OF THE DEBTSY SERVICES OR ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE DEBTSY SERVICES, IS AT YOUR SOLE RISK, AND DEBTSY HEREBY DISCLAIMS ANY AND ALL LOSSES, LIABILITIES, OR DAMAGES RESULTING FROM SUCH USE.

22.  Limitation of Liability

IN NO EVENT SHALL THE DEBTSY PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING UNDER OR RELATING TO THE DEBTSY SERVICES OR YOUR USE THEREOF, OR THESE TERMS (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), AND INCLUDING, WITHOUT LIMITATION, THOSE DAMAGES RESULTING FROM ANY (A) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES OF CONTENT; (B) LOST CONTENT OR USER DATA (INCLUDING DUE TO UNAUTHORIZED DISCLOSURE, ACCESS TO, OR PROCESSING OF, PERSONAL DATA OR CONTENT); (C) PERSONAL OR BODILY INJURY, DEATH OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE DEBTSY SERVICES; (D) UNAUTHORIZED ACCESS TO OR USE OF OUR HOSTING PROVIDER’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (E) LACK OF SECURITY, INVASION OR LACK OF PRIVACY, VIOLATION OF THE RIGHT OF PUBLICITY, OR DEFAMATION; (F) FAILURE, DISRUPTION, DELAY, DOWNTIME, UNAVAILABILITY, UNRELIABILITY, NON-PERFORMANCE, INTERRUPTION, OR CESSATION OF TRANSMISSION OF, TO, OR FROM THE DEBTSY SERVICES; (G) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE DEBTSY SERVICES; (H) INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO USE OF OR ACCESS TO THE DEBTSY SERVICES; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; COST OF REPLACEMENT OR RESTORATION OF ANY COMPROMISED CONTENT; (I) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE DEBTSY SERVICES OR OTHERWISE PROVIDED IN CONNECTION WITH THE DEBTSY SERVICES; OR (J) ACT OR OMISSION OF A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DISRUPT SERVICE; IN EACH CASE, WHETHER CHOATE OR INCHOATE, WHETHER BASED ON STATUTE, WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEBTSY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

WITH REGARD TO ALL OTHER CLAIMS, IN NO EVENT SHALL THE LIABILITY OF THE DEBTSY PARTIES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE LESSER OF (I) YOUR ACTUAL DIRECT AND DOCUMENTED DAMAGES OR (II) US $1000.

THE LIMITIATION OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDITION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

23.  Indemnification

You agree to indemnify, defend and hold harmless Debtsy, and its affiliates, subsidiaries, officers, directors, employees, agents, founders, investors, parents, service providers (and their affiliates) and consultants from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms; (ii) your use of the Debtsy Services, including, but not limited to any use of Debtsy’s or its Service Providers’ content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Debtsy Services; (iii) any inquiry or allegation by or on behalf of a Debtor regarding harm to the Debtor by you or by a third party on your behalf; (iv) a Debtor, Creditor, consumer or Government Authority inquiry, complaint or allegation in regards to harm to a Debtor, including by way of misuse of personally identifiable information; (v) Debtsy Content or Ideas you provide to Debtsy; (vi) your violation of any Applicable Laws or the rights of any third party, including any harassment or abuse, false or misleading representations, unfair, deceptive or abusive practices, misuse of consumer reports, failure to ensure the accuracy or integrity of consumer information, or any handling of consumer disputes; (vii) infringement of any third party rights, including the right to privacy, publicity or any intellectual property rights; or (viii) any product or service offered or provided by you or on your behalf or the manner in which you conduct the services rendered to Creditors, Debtors or any third parties.  Debtsy reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Debtsy and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Debtsy’s prior written consent. Debtsy will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

24.  United States Only

ALTHOUGH OUR SITE MAY BE ACCESSIBLE WORLDWIDE VIA THE INTERNET, THE DEBTSY SERVICES ARE CURRENTLY MADE AVAILABLE ONLY FOR USE WHERE LEGAL IN THE UNITED STATES AND HAVE NOT BEEN DESIGNED OR TESTED FOR USE IN OTHER COUNTRIES OR THE U.S. TERRITORIES OR POSSESSIONS. IF YOU CHOOSE TO USE THE DEBTSY SERVICES FROM OUR SITE OUTSIDE OF THE CONTINENTAL UNITED STATES, YOU DO SO AT YOUR OWN RISK AND ARE SOLELY RESPONSIBLE FOR COMPLYING WITH THE APPLICABLE LOCAL LAWS OF YOUR COUNTRY.

25.  Miscellaneous

(a)  Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers, manufacturers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

(b)  Governing Law

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

(c)   Arbitration

YOU AND DEBTSY AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS SHALL BE FINAL AND BINDING ARBITRATION.

Either Debtsy or you may demand that any dispute between Debtsy and you about or involving your use of the Site must be settled by arbitration utilizing the Commercial Arbitration Rules of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent Debtsy from seeking injunctive relief in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE DEBTSY SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

(d)   No Assignment

These Terms, and all rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by Debtsy without restriction.  Any attempted assignment by you will be null and void.

(e)   No Third Party Beneficiaries of the Terms

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

(f)    Notices

To You. We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) by posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting to the Site will be effective upon posting. It is your responsibility to keep your e-mail address current.

To Us. To give us notice under these Terms, you must contact us at legal@debtsy.com. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

(g)  Entire Agreement; Severability; No Waiver

These Terms, together with our Privacy Policy, any and all other agreements expressly incorporated by reference, and any and all other policies or legal notices published by Debtsy on the Debtsy Services and/or emailed to you, in Debtsy’s sole discretion, regarding the Debtsy Services (“Agreement”), constitute the entire agreement between you and Debtsy concerning your use of the Debtsy Services.  If any provision of this Agreement is deemed invalid, unenforceable or void by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Debtsy’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Debtsy.

(h)  Contact Information

To ask questions or provide comments on these Terms and our privacy practices, please contact us at legal@debtsy.com.

If you have any questions regarding the Debtsy Services please contact us at support@debtsy.com.

(i)    Changes to the Terms

Debtsy will update these Terms from time to time. When we do, we will revise the “last updated” date at the top of this page. Debtsy reserves the right, at any time, to modify or change the Debtsy Services, including any applicable fees, without notice to you. We reserve the right to modify the contents of the Debtsy Services at any time, but we have no obligation to update any information on the Debtsy Services. You agree that it is your responsibility to monitor changes to the Debtsy Services. For changes to these Terms that we deem to be material, we will notify you by placing a prominent notice on the home page of the Site. If at any time you do not agree to these Terms, please do not access or use any of the Debtsy Services. Your continued use of the Debtsy Services after a posted change to these Terms will constitute your acceptance of and agreement to such changes.

 

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