Last Updated: April 28, 2020
Finli Terms Of Services
2. Overview of the Services
Finli provides a variety of services and features collectively referred to in this Agreement as the “Services.” These Services include:
● Invoicing Services – A suite of tools and services to enable Customers to send invoices and manage subscriptions and to enable Users to pay and Customers to accept payment for verified invoices.
● Virtual Class Services – A suite of tools and services to enable Customers to host, organize, teach, provide or conduct online video or virtual classes for Users; Users to attend and participate in such online video or virtual classes; and for Users and Customers to make and receive payments for such classes.
Finli’s Services are constantly evolving and may change from time to time without notice to you. Finli may cease or suspend any Service, including any feature of a Service, at any time and in Finli’s sole discretion. Any new features of a Service offered by Finli is subject to this Agreement.
Finli may use the Zoom.us online video hosting and meeting software (“Zoom”) in connection with the Services, and User’s use of Zoom will be governed by the Zoom Terms of Service. Finli is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on Zoom software. Any dealings you have with Zoom are between you and Zoom, and you agree that we are not liable for any loss or claim that you may have against Zoom in connection with use of the Virtual Class Services.
3. Relationship Between the Parties
Except as specifically stated in Section 8(j), nothing in this Agreement shall be deemed to create or establish an employment, agency, joint venture, or partnership relationship between you and Finli, and you acknowledge and agree that you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Finli. Finli does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of the Virtual Class Services. You acknowledge and agree that you have complete discretion whether to list Virtual Class Services or otherwise engage in other business or employment activities.
4. Information and Accounts
You must register with Finli prior to accessing the Finli Platform or using any Service. To register, you must provide us with certain information in order to create an account (“Account”). You are required to provide truthful, accurate, and up-to-date information when registering for an Account. In order to access and use the Finli Platform or register an Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts. If you are the parent or legal guardian of minor, you may create an Account for such minor and permit such minor to use or access the Finli Platform or Services. By creating an Account for a minor or permitting a minor to use or access the Finli Platform or Services, you hereby give permission and consent to this Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor’s use or access of the Finli Platform and Services as provided by this Agreement. You will be responsible for any breach of this Agreement and/or any attempt of the minor to disaffirm this Agreement. Further, you hereby represent that you are fully authorized to enter into this Agreement on behalf of yourself and all other parents or legal guardians of the minor.
If you are registering on behalf of a legal entity, you represent and warrant that you are authorized by the legal entity to create an Account on its behalf, and you represent and warrant that you are authorized by the legal entity to incur financial obligations and enter into legally binding agreements on its behalf. Where Finli permits additional authorized users to use your Account (“Permitted User”), you shall be solely responsible for monitoring all Permitted Users, and you shall be solely liable for all acts and omissions of any Permitted User, as well as any damages and/or losses arising in connection with such acts or omissions, regardless of whether such acts or omissions were authorized by you.
When creating an Account, you agree not to impersonate or misrepresent your affiliation with any person or entity. When you register for an Account, you may be asked for financial information, or other information that will be used by us to identify you, your representatives, principals, beneficial owners, and other individuals associated with your Account. We reserve the right to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can deny or revoke any Account in our sole discretion. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them, and you are responsible for ensuring that your employees, contractors and agents comply with the terms of this Agreement at all times. Finli shall not be liable for any loss or damage arising from your failure to keep your password or Account secure. You agree to notify Finli immediately of any unauthorized use of your Account or any other security breach related to your Account.
Throughout the term of this Agreement, we may share information about your Account with our third party service providers to allow you to use the Services, to monitor transactions and other activity, and to conduct risk management and compliance reviews. We will review your Account information and may conduct further intermittent reviews of your Account information to determine whether you are eligible to use the Services.
5. Terms Applicable to the Virtual Class Services
a. User Responsibilities. Users should carefully review the description of any Virtual Class Service you intend to book to ensure that you meet any minimum age, proficiency, fitness or other requirements which the Customer has specified in their Virtual Class Service listing. You as User may want to inform the Customer of any medical or physical conditions, or other circumstances that may impact your ability to participate in any Virtual Class Service. Users are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their participation in a Virtual Class Service. Users must at all times adhere to the Customers’ instructions before and during a Virtual Class Service.
b. Virtual Class Service Information. When listing a Virtual Class Service through the Finli Platform, Customers must (i) provide complete and accurate information about their Virtual Class Service (such as listing description and calendar availability); (ii) state any fees to be charged to Users for the Virtual Class Services; (iii) disclose any deficiencies, restrictions (such as class rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements); and (iv) provide any other pertinent information requested by Finli. Customers are responsible for keeping the information about your Virtual Class Service (including calendar availability) up-to-date at all times.
c. Pricing. Customers are solely responsible for setting a price for their Virtual Class Services. Any terms and conditions included in a Customer class listing, in particular in relation to cancellations, must not conflict with this Agreement.
d. Compliance with Laws. Customers represent and warrant that any Virtual Class Service you list on the Finli Platform will comply with all applicable laws, including obtaining and maintaining any relevant licenses. Customers are responsible for their own acts and omissions.
e. Insurance. Finli recommends that Customers obtain appropriate insurance for their Virtual Class Services. Please review any respective insurance policy carefully, and in particular make sure that you as a Customer are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Users while participating in your Virtual Class Service.
f. Taxes. Customers are solely responsible for determining their obligations to report, collect, remit or include in any Virtual Class Services fee listing, any applicable VAT or other indirect sales taxes, occupancy tax, or income taxes (“Taxes”). Customers shall reasonably assist Finli with any requests related to Finli’s tax compliance. Customers agree that Finli cannot and will not provide them with any tax advice. Any such questions should be directed to a Customer’s tax attorney or other tax professional.]
6. Terms Applicable to Customers Using the Invoicing Services
a. Your Relationship with Users. You may only use the Invoicing Services for legitimate transactions with any User to whom you distribute invoices or receive payment through the Services. You are responsible for knowing whether any transaction initiated by such User is suspicious. If you are unsure if a transaction is suspicious, you agree to research the transaction and, if necessary, contact the User before fulfilling or completing the transaction. You are responsible for your relationship with each User to whom you distribute invoices or receive payments through the Service, and you must establish and maintain a valid and existing contractual relationship with each User to whom you distribute invoices or receive invoice payments through the Services. You agree to supply evidence of such contractual relationship to Finli upon request.
b. Invoices. In order to use the Invoicing Services, Customer must provide a verified invoice to Finli for each transaction with a User. Please note that a Customer cannot receive payment for an invoice through the Services unless and until it submits a verified invoice related to the payment requested.
c. Subscriptions. If Customer uses the Invoicing Services to process subscriptions to a Customer-provided service, Customer shall disclose all terms of the subscription (including cancellation policies) to relevant Users. Finli will obtain preauthorization from Users to charge their designated Payment Method for subscriptions on an ongoing basis and explain the method for unsubscribing or cancelling their recurring billing.
7. Virtual Class Service Recordings
With a User’s consent, a Customer may choose to record any Virtual Class Service that he or she provides. With a User’s consent, Finli may also record a Virtual Class Service and store such recordings. If a User requests not to be recorded, you as a Customer must comply with such request.
8. Making and Receiving Payments Through the Services
a. Linking a Payment Method. If you send or receive funds through the Services or use the Invoicing Services as a Customer, you must link a validly existing, US-based bank account or payment card (each a “Payment Method”). If you link a Payment Method to the services, you represent that you or your business is the legal owner of, and that you are authorized to provide Fini with, your Payment Method information and that you have the right to authorize Finli to debit and credit such Payment Method for payments authorized pursuant to this Agreement or through the Services.
b. Third Party Account Information. By linking a Payment Method, you direct Finli to retrieve your account transaction history, balance information and/or other information maintained by third-parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). Finli obtains Third-Party Account Information in order to help verify your identity and to confirm funds availability. Finli works with one or more third-party service providers, to access this Third-Party Account Information. By using the Services, you authorize Finli to access this information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. By entering into this Agreement, you are also agreeing that you are responsible for keeping your passwords and usernames for this Third-Party Account Information secure, and for keeping those passwords and usernames up to date in the Platform. Finli does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Finli is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.
c. Updating your Payment Method. You can update your Payment Method in your Account page, and you authorize us to charge the applicable Payment Method following any update. If a payment is not successfully settled, we may suspend or terminate your access to the Services.
d. Your Existing Payment Method Terms. All Payment Method usage associated with payments submitted via the Services are subject to the existing terms of your Payment Method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs.
e. Satisfactory Services. If you as a User submit a payment to a Customer through the Services, you agree that the goods or services provided by your Customer in exchange for the payment (minus Finli Fees) have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided.
f. Inappropriate Use. If we have reason to believe that you have made or received a payment inappropriately, including without limitation, using the Services to transmit payments to yourself, we may close, suspend, or limit your access to your Account or your access to the Services; hold, return, or reclaim funds; update information provided third parties; decline to provide the Services to you or related parties in the future; contact your bank, other Users or Customers, law enforcement, or other third parties; or take legal action.
g. Receiving Payments. User payments transmitted through the Services will be provided to Customers as follows:
● For Virtual Classes. Fifty percent (50%) of a User payment for a specific Virtual Class Service will be transmitted to a Customer by Finli within one business day after the first class takes place. The remaining fifty percent (50%) and any tips, as applicable, shall be transmitted to a Customer within one business day after the last class takes place.
● For Invoices. Payments are typically transmitted to Customers within 3 business days from when they are received by Finli.
h. Finli Review of Payments. Finli shall have the right (but not the obligation) to monitor and review all payments requested and made through the Services. Finli may cancel, suspend, reverse, or delay any payment or take any actions it deems necessary with respect to any payment without liability. We may limit the amount of payments that may be transacted through your Account in our sole discretion.
i. Split Payments. In some scenarios, a User may have the ability to split a payment for the Invoice Services with another User. For example, a parent may invite another family member to contribute to an invoice payment. Payments may only be spilt among registered Users. By inviting another person to contribute to an invoice, you authorize Finli to share information about you and the relevant invoice with such person.
j. Refunds. Users may request a refund by contacting Finli at email@example.com. Once we issue your refund, it may take additional time for your funds to be made available in your bank account by your financial institution. Finli’s refund policy may be found here.
● In the event that you as a User initiate a chargeback, clawback or ACH return for a payment that has already been transmitted to the Customer, you agree to assign to Finli any claims against your Customer associated with such chargeback, clawback or ACH return. You further agree that we may contact the relevant Customer directly to request reimbursement for any payment that has been transmitted to the Customer and for which you have initiated a chargeback, clawback, or ACH return.
● In the event that Finli receives a chargeback, clawback or ACH return, you as Customer authorize Finli to debit your payment method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions.
l. Finli as Limited Payment Collection Agent of Customer.
● To obtain certain services provided by Customers, Users may be required to make payments to such Customer. If you make a payment to a Customer, you acknowledge that Finli acts as the Customer’s payment collection agent for the limited purpose of accepting funds from you on behalf of Customers. Upon your payment of funds to Finli, your payment obligation to the Customer for the amount of such payment is extinguished, and Finli is responsible for remitting the funds to the Customer. In the event that Finli does not remit a payment to the Customer, the Customer will have recourse only against Finli and not you.
● If you are a Customer receiving payment from a User, you hereby appoint Finli as your payment collection agent solely for the purpose of accepting funds from Users on your behalf. You agree that a payment made by a User to Finli shall be considered the same as a payment made directly to you. You understand that Finli’s obligations to transmit payments to you are subject to and conditional upon successful receipt of the associate payment from a User. Finli guarantees payments to Customers only for such amounts that have been successfully received by Finli from Users. In accepting appointment as the limited payment collection agent of a Customer, Finli assumes no liability for any acts or omissions of a Customer.
9. Finli’s Fees for the Services
Finli may charge fees (“Finli Fees”) for use of certain services. Finli’s current Finli Fee schedule is available as Appendix A of these Terms. Unless otherwise stated, all fees and charges are non-refundable and exclusive of any applicable federal, state, or local laws (“Applicable Taxes”). Finli reserves the right to change the Finli Fees at any time and will provide Users and Customers with reasonable notice of any Finli Fee changes before they become effective. Certain Finli Fees for the Invoicing Services charged to Customers may be billed on a monthly basis. The specific billing date for any such Finli Fees will be listed on your Customer Account page.
10. Privacy and Security
11. Consent to SMS Messages
You consent to receive short message service (“SMS”) messages (including text messages) from us, our agents, representatives, affiliates with service-related information. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Finli and our agents, representatives, and affiliates may use SMS messaging even if you will incur costs to receive such SMS messages. Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.
12. Independent Third-Party
Finli is an independent, third-party service that is not formally affiliated with Users or Customers. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Finli and a User or Customer. Accordingly, Finli does not have responsibility or liability for any consequences resulting from your interactions or contracts with Users or Customers, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of the Services does not alter or affect any payment terms set by a Customer including but not limited to deadlines, payment plans, late fees, and refunds. Finli does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Users or Customers. User and Customer statements and opinions are not representative of Finli or its business partners. YOU AGREE TO HOLD FINLI FREE FROM ANY RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF YOUR INTERACTIONS WITH USERS OR CUSTOMERS. FINLI IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR CUSTOMER AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH OR USE OF ANY THIRD PARTY SERVICE. USER AGREES THAT BY USING THE FINLI PLATFORM, USER MAY BE EXPOSED TO USERS, CUSTOMERS, PRODUCTS, SERVICES, OR STATEMENTS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOUR USE OF SUCH THIRD PARTY SERVICES IS AT YOUR OWN RISK.
13. Disputes Between Users and Customers
In the event that there is a dispute (“User Dispute”) between a User and Customer (collectively, the “Disputing Parties”), the Disputing Parties agree to cooperate with and assist Finli in good faith in Finli’s resolution of such User Dispute, and to provide Finli with such information and take such actions as may be reasonably requested by Finli, in connection with any User Dispute or other complaint or claim made by a User or Customer relating to the Services. The Disputing Parties shall, upon Finli’s reasonable request and at no cost to the Disputing Parties, participate in mediation or a similar resolution process, which process will be conducted by Finli or a third party selected by Finli or its insurer, with respect to losses for which a User or Customer is requesting payment from Finli. The Disputing Parties are entitled to terminate their participation in the mediation or similar resolution process at any time. A User or Customer’s right to take legal action before a court of law remains unaffected.
14. Acceptable Use of the Finli Platform and Services
You are solely responsible for your use of the Finli Platform and the Services. By using the Finli Platform or any Service, you agree to the following:
● You may not and you may not use the Finli Platform or Services to violate any applicable laws, rules, or regulations, including copyright or trademark laws, export laws, or other laws in your jurisdiction.
● You may not, under any circumstances do any of the following while using or accessing the Finli Platform or the Services: (i) harass, abuse, threaten, or incite violence towards any individual or group; (ii) use the Finli Platform or the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users or Customers from fully enjoying the Finli Platform or the Services; (iii) use the Finli Platform or the Services in any manner that could damage, disable, overburden, or impair the functions of the Platform or the Services; (iv) use the Finli Platform for any form of excessive automated bulk activity (e.g., spamming) or relay any other form of unsolicited advertising or solicitation through our the Finli Platform; (v) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (vi) circumvent or attempt to circumvent any filtering, security measures, or other features designed to protect the Platform and the Servicers, Users and Customers, or third parties; (vii) download, access, or otherwise export the Finli Platform, the Services, or the underlying information and technology (a) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods or designated as a “terrorist supporting” country or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or otherwise use the Finli Platform or the Services to enable any person to benefit from any activity that Finli identifies as a prohibited business or activity; (viii) use the Services for any purposes that are not expressly permitted by this Agreement; (ix) register or use any payment method with your Account that is not yours or you do not have authorization to use; or (x) attempt to disrupt or tamper with Finli’s servers in ways that could harm the Finli Platform or the Services, to place undue burden on Finli’s servers through automated means, or to access the Finli Platform or the Services in ways that exceed your authorization.
● You may not, under any circumstances, post, host, or transmit any User Content (defined below) that: (i) is unlawful or promote unlawful activities; (ii) is objectionable, offensive, deceptive, or harmful; (iii) is or contains sexually obscene content; (iv) is libelous, defamatory, or fraudulent; (v) is discriminatory or abusive towards any individual or group; (vi) implies or promotes support or funding of, or membership in, a terrorist organization; (vii) contains personally identifiable information, sensitive personal information, or confidential information unless you have consent from the person to whom the information belongs or who is authorized to provide such consent; (viii) contains or instills any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or (ix) infringes or violates any proprietary right of any party, including patent, trademark, trade secret, copyright, right of privacy, right of publicity, or other rights.
If we find you that you are undertaking any of the aforementioned actions, your access to the Finli Platform may be terminated or suspended. We may also suspend or terminate your access to the Finli Platform if we believe that your actions could harm us, a User or Customer, or any other third party. Finli reserves the right to suspend or terminate your access to the Finli Platform and/or your Account at any time.
15. User Content and Submissions
Users and Customers have the ability to submit or transmit information through the Finli Platform, including data, written content, images, text, and other information (collectively, “User Content”). Finli is not required to host, display, migrate, distribute, accept, or transmit any User Content. You are solely responsible for any User Content submitted by you or on your behalf, and you release us from any liability associated with such User Content. We take no responsibility for and do not endorse any User Content submitted to the Finli Platform.
We value your feedback and where applicable, you may submit ideas, content, artwork, suggestions, or other works (“Submissions”) to Finli. You agree that: (i) Submissions will automatically become the property of Finli, without any compensation to you; (ii) if such a grant in subsection (i) is not possible, Submissions will be subject to the license grant described above; (iii) Finli may use or redistribute Submissions in compliance with applicable laws; and (iv) Finli has no obligation to review Submissions.
17. Availability and Modification of the Finli Platform
Finli does not guarantee that the Finli Platform will be available, functional, or accessible at any particular time. In addition, Finli does not guarantee that anything found on the Finli Platform will work to the functionality desired by you or give you any desired results. We reserve the right (but are not obligated to) to alter, modify, update, or remove the Finli Platform or any portions thereof, either temporarily or permanently, in our sole discretion without prior notice. We are not required to provide you access to previous versions of the Finli Platform.
18. Intellectual Property
The name “Finli”, the Finli Platform along with the design of the Finli Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein (“Marks”), are owned by or licensed to Finli, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Finli reserves all rights not expressly granted to you in the Finli Platform. You agree to not engage in the use, copying, or distribution of anything contained within the Platform unless we have provided you express written permission to do so.
19. Access and Ownership
If you download software to access the Finli Platform, we grant you a limited, fully revocable, non-exclusive license to download one copy of our mobile application to access the Finli Platform onto each of your electronic device(s). You agree that the structure, organization, and code of the Finli Platform, along with all software components and related services, are proprietary to Finli and/or Finli’s licensors. Finli and/or its licensors retain exclusive ownership of the Finli Platform and any documentation, information, and intellectual property rights relating to the Platform.
IF YOU CHOOSE TO USE THE FINLI PLATFORM OR THE SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. WE PROVIDE THE SERVICES, THE FINLI PLATFORM, AND FINLI INTELLECTUAL PROPERTY “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED. FINLI DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (B) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT FINLI WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICES OR RELATED DOCUMENTATION OR DATA; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. FINLI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE FINLI PLATFORM AND/OR ANY SERVICE. FINLI DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE FINLI PLATFORM. FINLI MAKES NO WARRANTIES OR GUARANTEES REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION OF ANY KIND.
21. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINLI, OR ITS AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS (COLLECTIVELY, “THE FINLI PARTIES”) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE OR PLATFORM. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE FINLI PARTIES ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, THIS AGREEMENT, OR YOUR USE OF THE PLATFORM EXCEED $1,000.00 USD OR THE FINLI FEES PAID TO FINLI BY YOU IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FINLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
If you have a dispute arising from, related to, or connected with your use of the Finli Platform or the Services, marketing of the Finli Platform or the Services, or the information, content, documents materials or products made available through the Finli Platform or the Services, you hereby release Finli and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Finli Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable legal and accounting fees, arising out of or relating to (i) your breach of this Agreement; (ii) your improper access, use of, or alleged use of the Finli Platform or the Services; (iii) your violation of any laws, regulations, or third party rights, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your interaction with any User or Customer or participation in Virtual Class Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or participation; or (v) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Finli reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Finli.
24. Copyright Infringement
We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon, please submit a “Takedown Notice” to Finli’s designated agent at:
453 S. Spring Street
Los Angeles, CA 90013
Such takedown notice must contain the following information:
- Your name and physical or electronic signature.
- Your telephone number, mailing address, and email address.
- The name of the party whose copyright has been infringed, if different from your name.
- The name and description of the work that is being infringed.
- The location on the Finli Platform of the infringing copy.
- A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
- A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
In the event that you receive a notification from Finli stating that content posted by you has been subject to a copyright takedown notice, you may respond by submitting a counter-notice at copyright@Finli.com that contains the following information:
- Your name, address, email and physical or electronic signature.
- The notification reference number (if applicable).
- Identification of the material and its location before it was removed.
- A statement under penalty of perjury that the material was removed by mistake or misidentification.
- Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your vendor is located (if you are not in the US).
- Your consent to accept service of process from the party who submitted the takedown notice.
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements.
25. Choice of Law
This Agreement and any Dispute (defined below) will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
26. Dispute Resolution by Binding Arbitration
YOU HAVE READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND FINLI. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTION ENTITLED “OPT OUT OF ARBITRATION” BELOW.
a. Informal Negotiations. If any dispute arises between you and Finli, please contact Finli support at firstname.lastname@example.org. If we are unable to resolve a dispute, we agree to an informal dispute resolution process, which will involve an attempt to negotiate such dispute informally (except those “Disputes,” defined and expressly excluded below) for at least thirty (30) days before initiating any arbitration or court proceeding.
b. Binding Arbitration. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section entitled “Dispute Resolution by Binding Arbitration”, you and Finli agree that the sole and exclusive forum and remedy for resolution of a Dispute shall be final and binding arbitration pursuant to this section entitled “Dispute Resolution by Binding Arbitration” unless you opt out as provided below. “Dispute” shall include any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Finli, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Finli marketing or advertising, and any use of the Finli Platform or Services. “Dispute” also includes any claims that may arise prior to the date you first agree to this Agreement or after termination of this Agreement. Disputes will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court (a “Small Claims Action”); (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”); and (iii) to bring an action seeking only injunctive relief.
c. Opt Out of Arbitration. You may opt out of the binding arbitration described in this section entitled “Dispute Resolution by Binding Arbitration” by sending Finli written notice of your desire to do so by email at email@example.com or regular mail at 453 S. Spring Street; Los Angeles, CA 90013 within thirty (30) days following the date you first agree to this Agreement (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Finli with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.
d. Judicial Forum for Disputes. In the event that (i) you or we bring an IP Protection Action; (ii) you timely provide Finli with an Arbitration Opt-out Notice; or (iii) this “Dispute Resolution by Binding Arbitration” section is found not to apply, the exclusive jurisdiction and venue of any Dispute will be the state and federal courts located in the Central District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our right to a jury trial.
e. WAIVER OF RIGHT TO LITIGATE. Unless you timely provide Finli with an Arbitration Opt-out Notice, YOU ACKNOWLEDGE AND AGREE THAT YOU AND FINLI ARE EACH WAIVING THE RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
f. NO CLASS ACTIONS. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (ii) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this specific paragraph is held unenforceable in its entirety, then the entirety of this “Dispute Resolution by Binding Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution by Binding Arbitration” section will survive any termination of this Agreement.
g. Arbitration Rules. All Disputes shall be resolved finally and exclusively by binding individual arbitration administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. In the case of a conflict between the rules and policies of the administrator and this “Dispute Resolution by Binding Arbitration” section, this “Dispute Resolution by Binding Arbitration” section shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution by Binding Arbitration” section.
h. Arbitration Process. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. You or Finli may elect to have the arbitration conducted by telephone, video conference, or based solely on written submissions, which election shall be binding on you and Finli subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone or video conference by you or by Finli, unless the arbitrator requires otherwise. If an in-person hearing is required, unless you and Finli otherwise agree, the arbitration will be conducted in the county where you reside.
A single arbitrator will be mutually selected by you and Finli and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If you and Finli cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon you and Finli. A judgment on the award may be entered and enforced in any court of competent jurisdiction. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. Finli may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of Los Angeles, California, for any monetary amounts that you owe to Finli (each, an “Action”). You hereby waive any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Finli in such courts.
i. Arbitration Fees. If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
j. Changes to “Dispute Resolution by Binding Arbitration” Section. Notwithstanding the provisions of the Section 27(g) “Amendments”, if Finli changes this “Dispute Resolution by Binding Arbitration” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Finli’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Finli in accordance with the provisions of this “Dispute Resolution by Binding Arbitration” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
27. General Provisions
a. No Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement.
b. Severability. If any provision of this Agreement is found to be invalid, unlawful, void, or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.
c. Waiver. We reserve all rights or remedies permitted to us under this Agreement and under applicable law. Our non-enforcement of any particular right or remedy shall not be construed as a waiver of that right or remedy or any other right.
d. Assignment. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. You may not assign your rights and/or obligations under this Agreement, in whole or part, to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at any time in without prior notice.
e. Termination. Finli may terminate this Agreement at any time without notice, or suspend or terminate your access and use of the Finli Platform or the Services at any time without notice. The following provisions of this Agreement shall survive termination of your use or access to the Finli Platform or the Services: the sections concerning Limitation of Liability, Disclaimer, User Content and Submissions, Choice of Law, Indemnity, Access and Ownership, Dispute Resolution by Binding Arbitration, and any other provision that by its terms survives termination of your use or access to the Finli Platform or the Services.
g. Amendments. Finli reserves the right to amend this Agreement at any time and will notify you of any such amendment by posting the revised Agreement on our website. All amendments shall be effective upon posting. You should check this Agreement periodically for amendments. Your continued use of the Finli Platform or the Services after any amendment constitutes your agreement to be bound by any such amendments.
h. Force Majeure. Finli will not be liable or responsible for any delays in service, for failing to provide the Services or operate the Finli Platform as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, government-ordered business closures, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war, pandemics, or acts of God.
i. California Users. Pursuant to California Civil Code Section 1789.3, Users located in California are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
28. Contact Information
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at email@example.com or at the address below:
453 S. Spring Street
Los Angeles, CA. 90013
29. Consent to Electronic Communications and Doing Business Electronically
a. Communications to Be Provided in Electronic Form. By choosing to use the Finli Platform or the Services, you will receive disclosures, notices, documents, and any other communication about the Finli Platform, the Services, or Finli from Finli (“Communications”). We can only give you the benefits of the Finli Platform and the Services by conducting business through the Internet, and therefore we need you to consent to receiving Communications electronically. This section informs you of your rights when receiving electronic Communications from us. We may discontinue electronic provision of Communications at any time in our sole discretion.
b. Communications in Writing. You agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time.
c. Minimum Requirements. You understand that, in order to view and/or retain copies of the electronic Communications, you may need a computer with an Internet connection (PCs should be running Windows 7 or higher and Internet Explorer 10 or higher, Chrome, or Firefox; Macs should be running OSX and Safari, Chrome, or Firefox); a mobile device (iOS 6.0 or higher devices running Safari or Chrome; Android 4.0 or higher devices running Android Browser or Chrome), a valid email address, sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
d. Withdrawing Consent. You may withdraw your consent to receive Communications electronically by contacting us at firstname.lastname@example.org or writing us at 453 S. Spring Street; Los Angeles, CA 90013. If you withdraw your consent, we reserve the right to limit or close your Account. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected. You agree to pay any amount owed to Finli even if you withdraw your consent or if we close or limit access to your Account.
APPENDIX A: Finli Fee Schedule
To help Finli run smoothly and to cover the costs of the products and services we provide, like customer support, we charge certain fees for use of our Virtual Classes and Invoice Services.
● Virtual Classes: Users pay an an experience fee of 10% of the cost of the class. This fee will be displayed to Users during the checkout process before they book a class.
● Invoice Services: Customers pay a transaction fee of 1%-2% based on the Customer’s monthly Invoice Services transaction volume as follows:
o Invoice Services transaction volume of greater than $30,000 in the previous calendar month: Finli Fee is 1% of the Customer’s Invoice Services transaction volume for the previous month.
o Invoice Services transaction volume between $5,000 and $30,000 in the previous calendar month: Finli Fee is 1.5% of the Customer’s Invoice Services transaction volume for the previous month.
o Invoice Services transaction volume of less than $5,000 in the previous calendar month: Finli Fee is 2% of the Customer’s Invoice Services transaction volume for the previous month.