These Terms apply to: (i) all visitors and users of our Site; and (ii) all applicants to, and users of, our Service. All references to "You" or "you" include: (i) visitors and users of our Site, (ii) the Customers of our Service; and (iii) the authorized individuals that are using the Account, and Service, on behalf of our Customers.
Unless the Site and Service are separately referred to in these Terms, all references herein to the "Services" shall include both the Site and the Service.
Please note that Section 23 of these Terms includes provisions that govern how claims we may have against each other are resolved. These provisions limit Fundbox’s liability and require individual arbitration for any dispute that you assert against us. These provisions include important terms regarding your rights related to fees, dispute resolution and governing law.
a. “Advance” means the cash amount provided to a Customer by Fundbox for purchased Invoices that are submitted through the Advance Service.
b. “Advance Agreement” means a contractual agreement between Fundbox and a Customer approved for the Advance Service by Fundbox, which sets forth the provisions and conditions of Fundbox’s purchase of a Customer’s Invoices.
c. “Advance Service” means a transaction involving the purchase and sale of Invoices, whereby Fundbox purchases all right, title, and interest to a Customer’s outstanding Invoices with limited recourse to the Customer, in exchange for providing the Customer (i.e. “seller”) with an Advance in an amount equal to the aggregate dollar amount of the purchased Invoices.
d. “Customer” means a Business (as defined in Section 4, below) that has created an Account for use of the Service, and has been approved for a specific Service by Fundbox, as well as the individuals authorized to use the Account or Service on the Customer’s behalf.
e. “Business Financing Service” means a loan transaction whereby Fundbox or its bank partner provides a Customer with a revolving credit facility (i.e., line of credit) that shall be utilized by the Customer to fund the documented Invoices issued by the Customer in the course of providing goods and services to its clients.
g. “Fundbox,” “we”, “us” or “our” means Fundbox, Ltd; Fundbox, Inc and Fundbox Partners I LLC or any of their affiliates, subordinates, subsidiaries, or an agent acting on their behalf.
h. “Invoice” means the outstanding invoices the Customer generates as part of its typical business activity.
i. “Master Revolving Credit Agreement” means a contractual agreement between Fundbox or its bank partner and a Customer approved for the Business Financing Service, which sets forth the provisions and conditions of the revolving credit facility.
a. By visiting this Site, and/or applying to use, or using, the Service, you acknowledge and agree that you have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Fundbox (and any Fundbox affiliate may enforce these Terms as a third party beneficiary thereof). If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or visit, access or use the Site and/or Service.
b. Fundbox’s Advance Service and Business Financing Service are components of Fundbox’s Services, and therefore, Customers utilizing either are subject to these Terms. However, the provisions and conditions of the Advance Service shall be governed by an Advance Agreement, while the provisions and conditions of the Business Financing Service shall be governed by a separate Master Revolving Credit Agreement. These Agreements must be properly executed before the Advance Service or Business Financing Service (as appropriate) may be utilized, and will be provided to Customers in conjunction with Fundbox’s approval of the appropriate transaction contemplated.
c. Consent to Electronic Transactions and Disclosures. Because you are using the Internet on the Site, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us and for all loans and lines of credit made by First Electronic Bank, a Utah industrial bank (“FEB”), we also need you to consent to our giving you certain Disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements—arising from or relating to you—regarding any loans you may request or receive, your use as user on our Site, any funding, the servicing of any loan, if funded as a borrower (each, a “Disclosure”), from us or FEB.
d. Scope of Electronic Consent. Your consent is applicable to receive Disclosures and transact business electronically. Our agreement to do so applies to any transactions to which such Disclosures relate, whether between you and Fundbox or between you and FEB. Your consent will remain in effect as long as you are user of the Site and, if you are no longer user of the Site, will continue until such a time as all Disclosures relevant to transactions that occurred while you were user have been made.
e. Consenting to Do Business Electronically. Before you decide to do business electronically with Fundbox or FEB, you should consider whether you have the required hardware and software capabilities described below.
f. Hardware and Software Requirements. To access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions (such as Microsoft Edge, mobile Safari, Firefox, Chrome, or the equivalent software); and hardware capable of running this software.
g. Request for Paper Disclosures. If you require paper copies of Disclosures, you may: (i) sign in to your account on our Site and print the documents desired (ii) write to us at Fundbox, Inc., 268 Bush St., # 2821 San Francisco, CA 94104, Attention: Customer Service; (iii) send us an email message at email@example.com; or (iv) call us at 855-572-7707. For any paper copy of a Disclosure that you request we send to you, you will be charged $5.00 per document requested. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically.
h. Consent to Telephone Calls. You also expressly consent to receiving servicing, collection, marketing and other calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents, and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider may charge you according to the type of plan you carry. Your consent will be effective even if the number you have provided is registered on any state or federal Do-Not-Call (DNC) list. This consent for auto-dialed and prerecorded calls shall remain in effect until you revoke it. Your consent to these calls may be revoked by informing the telemarketing representative, or by any other reasonable method that ensures we receive the revocation. Your consent to telemarketing calls is not a condition of obtaining your loan.
i. Consent to Monitoring and Recording of Calls. You consent to the recording and monitoring, for quality assurance, training, risk management, collection, or other purposes, of any call that you place with us (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) or that we (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) place to you.
j. Additional Mobile Technology Requirements. If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store.” If you do not have these capabilities on your mobile device, please access this through a device that provides these capabilities.
k. Withdrawing Consent. You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. However, once you have withdrawn your consent you will not be able to post any funding requests on our Site. If you have a pending request on our Site, we will terminate it and remove it from our system. If you have already received funding, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified business address provided during registration.
l. How to Contact Us regarding Electronic Disclosures. You can contact us via email at firstname.lastname@example.org or by calling 855-572-7707. You may also reach us in writing to us at the following address: Fundbox, Inc., 268 Bush St., # 2821 San Francisco, CA 94104, Attention: Customer Service.
a. While any person can access the Site, the Service is only intended for use by businesses, companies and organizations (each a "Business"). The Service is not intended for use by individuals in their personal capacity and the proceeds of all loans made through the Service must be used for business purposes. You will not use the Service for personal, household, or family purposes. An individual may only apply to use, and use, the Service on behalf, and with the authorization, of a Business.
b. US Business Only. The Service is currently only provided for Businesses in the United States. If your Business is not located in the United States then please do not create an Account.
a. In order to use the Service, a Business must create an account ("Account"). You may only create an Account if you do so on behalf of a Business. If you create an Account on behalf of a Business then you represent and warrant that you are over the age of 18 years and have full authority to: (i) bind said Business to these Terms (if it has not already done so); and (ii) use the Service on behalf of the Business that you are registering a Service account for. If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the Service on behalf of the Business.
b. If you create an Account for a Business then the Business will become our Customer. Please be aware that these Terms are a binding legal agreement between the Customer named in the Account and Fundbox (and any Fundbox affiliate may enforce these Terms as a third party beneficiary thereof).
c. We reserve the right in our sole discretion to refuse to approve the creation of an Account.
d. Customer must not allow anyone other than its authorized employees or agents acting on its behalf ("Authorized User") to access and use its Account. Customer acknowledges and agrees: (i) to provide accurate and complete Account and login information when creating an Account; (ii) to keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer's Account, (iv) that if separate login details are provided for different Authorized Users then the login details for each Authorized User may only be used by that Authorized User, and that multiple people may not share the same login details; and (v) to promptly notify Fundbox in writing if Customer becomes aware of any unauthorized access or use of its Account or the Service.
e. You agree not to use a Customer's account without its express permission and authorization to do so.
b. Authorization. If Customer chooses to connect or interact with a Third Party Software Product then Customer: (i) hereby grants us authorization to access Customer's Third Party Software Product Account in accordance with the rules for doing so prescribed by the Third Party Software Product provider; and (ii) agrees to cooperate with us and provide any information that we or the Third Party Software Product provider may request in order to enable us to access Customer's Third Party Software Product Account. We will only access and use Customer's Third Party Software Product in order to: (i) perform Background Checks (please see Section 8 (Background Checks) below, for more information about this); and (ii) provide the Service to Customer.
c. Data. If Customer connects or interacts with a Third Party Software Product then we will collect certain data and materials from that Third Party Software Product ("Third Party Software Product Data"). We only collect Third Party Software Product Data that the Third Party Software Product provider enables us to collect by utilizing the Third Party Software Product provider's "connect" tool. If we collect Third Party Software Product Data then we may use it to: (i) perform Background Checks on Customer; and (ii) provide the Service to Customer (collectively, "Data Uses"). Customer hereby provides its express consent for us to collect, store, and use Customer's past, present and future Third Party Software Product Data for the purpose of performing the Data Uses. Please also see Section 7 (Customer Data), below, which includes additional information about our collection and use of Third Party Software Product Data.
d. Fundbox Credentials. If we provide Customer with any Fundbox credentials, identification or other information to enable Customer to connect with a Third Party Software Product, Customer agrees not to use said information for any purpose except to connect to the Third Party Software Product as part of Customer's participation in the Service.
e. Customer acknowledges that any failure to take any of the steps described in Sections 6.1 (Connection and Interaction), 6.2 (Authorization), and 6.3 (Data) of these Terms, above, may restrict us from enabling a connection or interaction with Customer's Third Party Software Product Account and may prevent Customer from being able to apply for and/or use our Service.
a. Customer may choose to provide, transmit, upload, import or make accessible certain data, including without limitation Third Party Software Product Data, to us (collectively, "Data") for us to use in connection with the Service. We will use Customer's Data to perform Background Checks on the Customer and to provide our Service to the Customer (the Data Uses, as defined above). In addition, we may use Customer’s Data to send messages to recipients of Customer’s Invoices regarding the Service unless otherwise requested by Customer or the applicable recipient. Customer hereby provides its express consent for us to collect and use Customer's Data for the foregoing purposes, including for the purpose of performing the Data Uses. Customer retains ownership of its Data.
c. Customer represents and warrants that: (i) it owns or has obtained the right to all of the intellectual property rights subsisting in its Data, and has the right to provide Fundbox the license granted herein to such Data; (ii) Customer's Data is accurate, current and complete; (iv) Customer's Data is not misleading or false; (iv) Customer's Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (v) Customer’s Data does not contain any protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) or similar federal or state laws, rules or regulations or other medical or health information identifiable with a particular individual (“Sensitive Data”);. Customer shall remain solely responsible and liable for its Data, including without limitation for our reliance upon Customer's Data in order to perform Background Checks and to provide the Service to Customer, and Customer agrees to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the foregoing.
d. Customer acknowledges that: (i) the Service does not operate as an archive or file storage service and we do not store all of the Data that Customer may provide, upload, import, or otherwise generate during Customer's use of the Service; (ii) Customer is solely responsible for the backup of its Data; and (iii) Customer will lose access to any Data that Customer deletes.
e. In case the Customer is using Fundbox Sync Manager, Customer consents to Fundbox’s collection of data as part of the Services, including collection of QuickBooks Desktop data, computer media access controller information and machine Global Unique Identifier (GUID).
If Customer registers an Account with Fundbox, Customer hereby agrees and consents that we may perform an initial background check (and subsequent periodic follow-up checks) on Customer and any of its directors and officers to help us determine Customer's suitability for a Service and/or Fundbox’s Business Financing Service or whether Fundbox is willing to approve the purchase of the Customer’s Invoices through the Advance Service from us (each a "Background Check"). Each Background Check may, without limitation, include a review of the following information, which Customer hereby expressly authorizes and consents to,: (i) Customer's Data; (ii) credit history; (iii) whether Customer, or any of its directors and officers, has any state or federal convictions and criminal records; (iv) information that is publicly available about Customer and/or any of its directors and officers; (v) information that we obtain from third party service providers, including information derived or prepared by third-party data aggregation and analysis companies; and (vi) whether Customer, or any of its directors and officers, have ever been declared bankrupt. Customer agrees to cooperate with Fundbox with respect to Background Checks and shall promptly, upon request, provide (or sign) any information, documentation and/or consent that we may require to perform a Background Check. For the avoidance of doubt, Customer is responsible to obtain and maintain the consent of its directors and officers for us to perform a Background Check on them (solely for the purposes set forth in these Terms), and will defend, indemnify and hold us harmless from any failure by Customer to do so. Customer acknowledges that any failure to provide the foregoing information and said cooperation may preclude Customer from being: (i) approved to participate in our Service and/or obtain a revolving line of credit through our Business Financing Service Advance or (ii) able to sell its Invoices to us through our Advance Service.
Customers approved for the Advance Service or Business Financing Service will be required to pay certain fees. Specifically, the Customer’s timely payment of applicable drawing fees in accordance with the provisions of the Advance Agreement will be required to complete the purchase and sale of Invoices. In addition, a Customer’s ability to obtain and maintain a revolving credit facility though the Business Financing Service shall be contingent on the Customer making timely payments of principal, interest, and certain fees in accordance with the provisions of the Master Revolving Credit Agreement.
You shall not, and shall not permit any third party to: (i) copy, distribute or modify any part of the Services or to copy, use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (ii) decompile, disassemble, reverse-engineer, or derive or attempt to derive the source code form of, the Services; (iii) disrupt any servers or networks connected to the Services; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Services; (v) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on the Services; (vii) use the Fundbox name, logo or trademarks without our prior written consent; (viii) use the Services to develop a competing service or product; and/or (ix) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms.
a) Authorization: You certify that you are authorized: (a) to enroll the designated mobile phone number in the SMS/MMS Alerts Service, and (b) to incur any mobile message or data charges that may be incurred by participating in the SMS/MMS Alerts Service.
b) Subscribing to SMS Alerts: You may subscribe to SMS/MMS Alerts by entering and submitting your phone number in the provided submission form available on our website and our mobile application. By entering your phone number and completing the submission form, you consent to these terms and to receive text message communications from Fundbox as described herein. A text message will be delivered to the mobile number you provided confirming your enrollment once you have submitted your phone number. You must confirm your enrollment at that time to complete the subscription. You are responsible for managing the types of texts (whether SMS or MMS) you receive.
c) By subscribing to SMS/MMS Account Alerts, you expressly consent and agree to accept and receive Account Alerts and related communications via text message to your mobile device and to the cellular/mobile telephone number(s) that you provided to us. The information in any message may be subject to certain time lags and/or delays.
d) Frequency of Messages: The number and frequency of SMS/MMS Alerts sent to your device depends on several factors including the number of transactions you perform through Fundbox which includes but is not limited to: updating your account details, drawing funds, repayment alerts for upcoming payments, and so forth.
e) To Stop Messages: Reply STOP to any text message you receive, or contact Fundbox support at email@example.com or call (855) 908-3550. You consent that following such a request to unsubscribe, you may receive one (1) final message from Fundbox confirming that you have been inactivated in our system. Please allow up to three (3) business days to process your request.
f) For Help: Reply HELP to any message, or contact Fundbox support at firstname.lastname@example.org or call (855) 908-3550.
g) Message, Voice and Data rates may apply. By participating in the SMS/MMS Alerts Service, you approve any such charges from your mobile carrier. Check your carrier’s plan for details. You acknowledge and agree that you are solely responsible and liable for obtaining, maintaining, and paying all charges related to your mobile device(s).
h) No Guarantee: Fundbox is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise.
i) Use of Automated Dialing Technology: You acknowledge and agree that the SMS/MMS Alerts Service may be provided in some cases through automatic telephone dialing technology, an artificial voice or a pre-recorded voice. By providing us your phone number, you expressly consent to receive the SMS/MMS Alerts Service through automatic dialing technology, artificial and pre-recorded voice.
j) General Communications: You agree to receive notifications from Fundbox, its representatives, employees, and agents, through any means authorized under these Terms, including phone calls and text messages that use automatic telephone dialing technology, artificial voice or pre-recorded voice or live person.
k) Carriers: Supported carriers include all major United States carriers including, AT&T, Verizon Wireless, T-Mobile®, Sprint, and others.
l) Termination: Fundbox reserves the right, in its sole discretion, to cancel or suspend any or all of the SMS/MMS Alerts Service, in whole or in part, for any reason, with or without notice to you.
a. Content and Marks. The: (i) text, documents, articles, blogs, descriptions, graphics, photos, sounds, videos and interactive features on the Site and Service (collectively, the "Materials"), (ii) Site and Service products, services and software (collectively, the "Software", and together with the Materials, the "Content"), and (iii) the trademarks, service marks and logos contained therein ("Marks"), are the property of Fundbox and our affiliates and/or our licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The Content does not include your Data. 'Fundbox', the Fundbox logo, "draw your invoice", "never wait to get paid again", "E-cash-flow optimization" and other marks are Marks of Fundbox or our affiliates. All other trademarks, service marks, and logos used on the Site and Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Services and the Content.
b. Use of Content. The Content on the Services is provided to you on an 'as is' and 'as available' basis. The Content on the Service is for your use of the Service only, and the Content on the Site is for your informational and personal use only. The Content may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent or as expressly permitted herein. If you download or print a copy of any Content you must retain all copyright and other proprietary notices contained therein.
We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Services is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Services, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Fundbox, its users or the public.
The Site includes a Refer-a-Business service that enables you to invite fellow business owners to visit the Site and register a Service account ("Refer-a-Business Service"). If you choose to participate in the Refer-a-Business service, you acknowledge and agree: (i) to only send invitations to business owners that you know; (ii) not to misrepresent your relationship with Fundbox to any third party or make any warranty or representation on behalf of Fundbox; and (iii) to comply at all times with these Terms and applicable law.
b. FUNDBOX DOES NOT OPERATE AS A BROKER OR AN ACCOUNTING, FINANCIAL OR INVESTMENT PLANNER OR ADVISOR. WE DO NOT PROVIDE FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX OR LEGAL ADVICE. YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK.
c. FUNDBOX IS NOT ACTING AS A BUSINESS ASSOCIATE OR SUBCONTRACTOR (AS SUCH TERMS ARE DEFINED AND USED IN HIPAA) AND THE SERVICES PROVIDED BY FUNDBOX ARE NOT HIPAA COMPLIANT. FUNDBOX HAS NO LIABILITY UNDER THIS AGREEMENT FOR SENSITIVE DATA.
a. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FUNDBOX SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF FUNDBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
b. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FUNDBOX FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO FUNDBOX FOR USING THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
You agree to defend, indemnify and hold harmless Fundbox and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; and (iii) your transmission of Sensitive Data to Fundbox.
These Terms are effective until terminated by Fundbox or you. We, in our sole discretion, have the right to terminate the Terms and/or discontinue your access to the Site and/or Service, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Fundbox shall not be liable to you or any third party for termination of the Site or Service, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services. Upon termination of these Terms, you shall cease all use of the Services.
You and Fundbox are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Fundbox. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Fundbox.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Fundbox without restriction or notification to you.
If a dispute of any kind arises between you and Fundbox, you and Fundbox agree that this Dispute will be resolved in accordance with the provisions set forth in this Section (Section 23: Disputes). Please read this Section carefully. It affects your rights and will impact how claims you and we have against each other are resolved.
a. Contact Fundbox. If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction and, if we are unable to do so, provide you with a neutral and cost effective means of resolving the dispute quickly. Please contact Fundbox support at email@example.com or by calling 855-572-7707 from 9:00am to 5:00pm, Eastern Time.
b. Governing Law. These Terms and the relationship between you and Fundbox shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law or conflict of laws principles that would require application of law of a different jurisdiction.
c. Agreement to Arbitrate. Any Dispute will be resolved in accordance with the arbitration agreement set forth in this Section.
i. These Terms shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et. seq. You acknowledge and agree that these Terms are a contract evidencing a transaction involving commerce within the meaning of the FAA. The governing law for any and all Disputes shall be the laws of the State of where your Business is, without regard to its choice of law or conflict of laws principles. You and Fundbox each agree to arbitrate all Disputes, including disagreements about the scope or applicability of this arbitration agreement. ANY DISPUTE WILL BE DECIDED IN ARBITRATION BY AN ARBITRATOR ONLY ON AN INDIVIDUAL BASIS WITHOUT A JUDGE OR JURY; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER FUNDBOX USERS.
ii. All Disputes shall be resolved by a single arbitrator administered by the AAA under its Commercial Arbitration Rules. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website at http://www.adr.org. Any arbitration hearing will occur in San Francisco, California. If the value of the relief sought is $10,000 or less, you or Fundbox may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Fundbox 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 by you and/or Fundbox, unless the arbitrator requires otherwise. The arbitrator shall not be bound by rulings in prior arbitrations involving different Fundbox users. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. For purposes of this arbitration provision, references to you and Fundbox also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of Fundbox services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings will be brought in and you hereby consent to the non-exclusive jurisdiction and venue in the state courts in the County of San Francisco, California or federal court for the Northern District of California.
iii. Arbitration with respect to any Dispute must be commenced within one year after the Dispute accrues as determined by reference to the rule of decision governing the Dispute. If the arbitration is not timely commenced, both the right of action and the remedy are barred. Without waiving or limiting the foregoing, to the extent any Dispute is determined to be non-arbitrable, the one year limitation shall also apply to the commencement of any judicial proceeding.
iv. Arbitration Opt Out. You may decline to have your Disputes with us arbitrated by notifying us, within thirty days of creating an Account, in writing by mail to Fundbox, Inc., 268 Bush St., # 2821 San Francisco, CA 94104, Attention: Customer Service. Your request to opt out of arbitration must include the name of your Business, sufficient information to reasonably identify its Account, and a clear statement that you do not wish to resolve your Disputes with us through Arbitration.
Fundbox has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at fundbox.com or any other website maintained or owned by us for the purposes of providing the Service. Such change will be effective ten (10) days following posting of the revised Terms on the Site. If you do not agree to any amendment to the Agreement, you must stop using the Site and Services. Any use of the Service after our publication of any such changes shall constitute your acceptance of these Terms as modified. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the Dispute arose.
With respect to these Terms, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
1 June 2018