Terms of Service

^{Last update: January 23, 2024}

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1. ACCEPTANCE OF TERMS OF SERVICE

These Terms of Service are a legally binding agreement (“Terms”) between you (“you”, “your”, or “user”) and Waltz, Inc. (together with its affiliated companies and assigns, “Waltz”, “we”, “us”, or “our”) which sets forth the terms and conditions for your access and use of Waltz's website located at: www.getwaltz.com (“Website”), and Waltz's products, services, information, content, and materials that are offered, operated or made available by Waltz to you through the Website or otherwise (collectively, “Services”). By accessing, browsing, and/or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations. These Terms form an essential basis of the bargain between you and Waltz and govern your use of the Services.

Please carefully review these Terms before using the Services or accessing any information or data thereon. If you do not accept these Terms, you may not access, browse, or use the Services. If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” and “user” will refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you may not use the Services. By clicking a box or button indicating your acceptance of these Terms, you agree you have read and are bound by them.

By agreeing to these Terms or by accessing or using the Services, you further consent to our access, collection, use, and disclosure of your personal information and other data as set forth in the Privacy Policy (“Privacy Policy”), which is incorporated herein by reference.‍

2. ELIGIBILITY AND RESTRICTED JURISDICTIONS

The Services are offered and available to users who are 18 years of age. You will be responsible for any breach of these Terms and/or any attempt of an individual under the age of 18 to disaffirm these Terms. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Waltz and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services. These Terms are void where prohibited by law and the right to access and use the Services is not granted in such jurisdictions. In no circumstances are the Services available to individuals who are under 18 years of age, individuals who have had their User Account (as defined below) temporarily or permanently deactivated, or individuals who seek to use the Services in violation of these Terms.

IMPORTANT: THE SERVICES ARE NOT AVAILABLE TO CITIZENS OF CERTAIN JURISDICTIONS. Please refer to our restricted jurisdictions list to determine if you are eligible to use the Services.

Additional eligibility requirements may apply to certain Services.

3. SERVICES WITH ADDITIONAL TERMS; BUSINESS DAYS

Some of the Services may be subject to additional terms, conditions, agreements, policies, guidelines, rules, and schedules, which will be posted or made available separately from these Terms when the Services are offered (“Other Terms”), including the Privacy Policy, and the AAA Rules (described in Section 22). Such Other Terms are incorporated into and form an integral part of these Terms. If there is a conflict between these Terms and the Other Terms, the Other Terms will control.

For purposes of these Terms, our business days are Monday through Friday. U.S. Holidays are not included.

4. MODIFICATION OF THE SERVICES AND THESE TERMS

Waltz reserves the right, at our sole discretion and at any time, to modify or discontinue, temporarily or permanently, all or any part of the Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

We also reserve the right, at our sole discretion, to amend these Terms at any time and will notify you of any such changes by posting the revised Terms on the Website and will indicate at the top of this page the date these Terms were last revised. Any changes will become effective immediately after they are posted and will apply to your use of the Services after the changes become effective, except that changes addressing modifications to the Services or new functions or changes made for legal reasons may be effective immediately, with or without notice to you. We will also notify you of any changes we deem material, either through your User Account, a pop-up notice, email, or through any other similar means. Your continued use of the Services after the date any change to these Terms becomes effective constitutes your agreement to be bound by any such changes. You should check these Terms on the Website periodically for changes. If you do not agree to abide by these or any future Terms, you may not access, browse, or use (or continue to access, browse, or use) the Services. Waltz may suspend, modify, or restrict access to all or any part of the Services without notice or liability.

5. USER ACCOUNTS

a. Account Opening

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information identifying each individual or entity that opens a bank account or credit account. This means that before a Bank Account (as defined below) can be established for Your LLC (as defined below), we may ask for additional User Information that allows us or our third-party financial institutions to identify you and if applicable other individuals, as the Beneficial Owner(s) (as defined below) of Your LLC. This may include your (and their) legal address, tax identification number or its equivalent, date of birth, and other information. We may also request that you (and they) provide identifying documents, such as a driver's license, government ID, passport, or other documents. “Beneficial Owners” means any individual who owns 25% or more of Your LLC. The term also includes one individual who has a significant responsibility to control, manage or direct Your LLC, such as a manager, if applicable.

If you or others who are Beneficial Owners of Your LLC falsify, misrepresent, or do not provide the requested information or documentation, or we are otherwise unable to verify your identity, we have the right, at our sole discretion, to refuse to allow you to use the Services. You also expressly authorize and consent that we will provide your information and documentation, including any User Information, to third parties who provide us with identity verification and screening services. In no event will we be liable for any losses or damages caused to you as a result of any investigation, verification, or other due diligence we perform in relation to your User Account. For more information about how we share your information, please refer to the Privacy Policy.

b. User Account

To access most aspects of the Services, you must create and maintain a user account (“User Account”). At present, registration for a User Account is by invitation only. You may request an invitation by sending an email to support@getwaltz.com.

When you register for a User Account, you will be asked to provide us with certain personal information, such as your full name and email address, and to choose a password. Your email and password will be used to create your User Account (collectively, “Login Credentials”).

In addition, once you sign up and use certain Services, you will be asked to provide us with additional information about you to verify your identity, determine your eligibility and creditworthiness, and facilitate certain transactions (collectively, “User Information”).

User Information also includes any information we receive about you from third parties before or through your use of the Services. You agree to provide and maintain true, accurate, current, and complete User Information as may be prompted by any registration forms or applications available through the Services or as otherwise requested by Waltz. You further represent that you are a legal owner of, and that you are authorized to provide us with, all User Information and other information necessary to facilitate your use of the Services.

Should any of your User Information change, you agree that you will update this information as soon as possible via email to support@getwaltz.com.

You are solely responsible for the use of the Services under your User Account, for maintaining the confidentiality of your User Account and Login Credentials, and for restricting access to your computer and any other devices you use to access your User Account, and you agree to accept responsibility for all activities that occur under your User Account or Login Credentials. You agree not to transfer your User Account to another person or lend or otherwise transfer your use of or access to your User Account to anyone else. Should you believe or have reason to believe that any of your User Information, including your Login Credentials, have been compromised or that another person is accessing your User Account through some other means, you agree to immediately notify us at support@getwaltz.com.

You acknowledge and agree that the Services are designed for business use only, and shall not be used for personal, family or household purposes. If we believe you are using the Services for personal, family or household purposes, we may close your User Account and terminate these Terms.

c. Inactive Accounts

You acknowledge that your limited license to use the Services is tied to your User Account and that all the data you create or provide is mapped to your User Account. You further represent and warrant that you will not transfer or assign your User Account to any third party, even temporarily. Please note that we reserve the right, at our sole discretion, by written notice, to suspend access to or terminate inactive User Accounts. A User Account is considered inactive when no Service has been accessed or obtained for twelve (12) months or more.

d. Bank Accounts

Through your User Account, you may obtain a bank account provided by a third-party financial institution in the name of Your LLC (“Bank Account”) to help you manage income and expenses related to the management of your real estate investment. All banking services are provided by our banking partner Regent Bank, Member FDIC (“Bank”).

6. THE SERVICES

a. Overview

The Services are a set of technology solutions designed to facilitate your real estate investments. These Terms include specific information about some of those Services but are not necessarily an exhaustive list. Waltz directly offers some Services, while others are offered by third parties and accessible through your User Account. Certain Services will also require you to consent to Other Terms or agreements with a third party before you may access them.

b. Minimum Technological Requirements

To access and use the Services, you must be using Internet Explorer 10 or higher, Chrome, or Firefox. You must also have a valid email address.

c. Timing and Estimates

When you sign up for certain Services via your User Account, we may provide estimates for how long certain processes will take or how long until certain types of transactions are completed. You acknowledge and agree that such estimates are not promises to complete any process or transaction in the stated time and that such processes or transactions might take longer than the estimates we provide for a number of reasons, including delays caused by third parties such as governmental agencies, financial institutions, and our business partners and service providers. While we will use reasonable efforts to provide you with updates in case of delays, we have no obligation to do so.

When Your LLC requests a Remittance Transaction (as defined below) or otherwise chooses to move funds to and from the Bank Account, Your LLC transaction will be subject to the timing and processing requirements of the Bank as to ACH, wires and other funds transfers. International wires and funds transfers are subject to both the timing and processing requirements of the Bank and of Currency Cloud. For certain transactions, we may offer Your LLC the opportunity to choose a specific type of transfer, such as ACH, whereas, for others we may not offer Your LLC a choice. We will endeavor to provide estimates of expected timing for transactions on the Website when Your LLC enters into the transactions but due to various reasons for potential delays, we do not guarantee any specific timing or take any responsibility for losses associated with delayed transactions.

d. Your Responsibility for Obtaining Independent Advice

You understand that we do not offer or provide any legal or tax services, nor any legal, tax, investment, or financial advice, via the Services, the Website, or otherwise. Rather, Waltz is a technological service provider that provides you with a “one-stop-shop” for investing in real property that enables you to, among other things, access services provided by third-party service providers. Further, all resources, information, and/or materials available via the Services and the Website are provided for informational purposes only and do not constitute any type of professional advice. Our provision of Services to you (or Your LLC) does not create a fiduciary or any other special relationship between you (or Your LLC) and us.

You acknowledge that investing in residential real estate in the U.S., which is held in U.S.-based legal entities and obtaining financing secured by such assets, may have legal, tax, and financial implications both within the U.S. and in the country in which you reside (if applicable). We make no representations, nor provide any guarantees, that any transaction you engage in through the Services, or the Services themselves, are appropriate for you or your circumstances. We strongly encourage you to consult an attorney, accountant, financial advisor, or other relevant professionals, as appropriate, who can advise you before making any legal decision, implementing any financial strategy, or making any other financial or legal decisions using the Services. You acknowledge and agree that you are exclusively liable for any and all tax obligations (either national, provincial, or municipal) that may apply to the use of the Services in your local jurisdiction, including without limitation any withholding, collection, reporting, and remittance to the appropriate tax authorities. Waltz shall not be liable for any breach or non-compliance by you on your tax obligations under the legislation in force.

Any financial projections or returns shown on the Website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Waltz has no obligation to update the information presented on the Website and, consequently, does not guarantee the accuracy of such information. Any investment information contained on the Website has been secured from sources Waltz believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability, therefore. You should conduct your own due diligence, not rely on the financial assumptions or estimates displayed on the Website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional who can help you to understand and assess the risks associated with any investment opportunity. Nothing on the Website should be construed as a solicitation or offer, or recommendation to buy or sell any security.

You agree that you must evaluate and bear all risks associated with the use of any content, information, or materials available via the Services, including any reliance on the accuracy, completeness, or usefulness of such content, and you expressly waive any and all claims against Waltz for any kind of loss or damage for reliance thereon.

e. Investment Property Purchase Support and Loans

Waltz provides various Services in collaboration with financial institutions, where applicable, to help you invest in residential real estate in the U.S.

1. Purchase of a Limited Liability Company. You will be able to purchase a U.S.-based limited liability company (LLC) that will own and hold the residential real estate you invest in (“Your LLC”). Please note that you will have five (5) days from the date that you indicate your consent to purchase Your LLC to (i) pay the associated purchase price and (ii) sign all the documents related to the purchase of Your LLC. If you do not pay the associated purchase price or sign these documents within the allotted five (5) days period, Waltz, at its sole discretion, may void the transaction and return the purchase price back to you.
2. Receiving a Loan. Your LLC may be presented with the opportunity to apply to and receive (subject to an applicable verification and due diligence process) a secured business loan to help Your LLC finance its real estate investment (a “Loan”). All Loans and lending products are offered by Waltz Capital Fund 1, LLC (“Waltz Capital”). During the application process, we may ask you as the Beneficial Owner (and other individuals, if applicable) to provide us with various information about yourself and any collateral relating to the Loan Your LLC is applying for. When applying for a Loan, you, as the Beneficial Owner of Your LLC, agree to provide current, complete, and accurate information about yourself. If any information you provide is untrue, inaccurate, not current, or incomplete, Waltz or its affiliate has the right to terminate Your LLC Loan application and Your LLC Loan and to decline to provide any and all future use of the Services. We reserve the right to decline Your LLC application for a Loan or other product.Waltz Capital will review the information you provide to us in connection with any Loan application Your LLC submits. Once Your LLC application for a Loan is approved by Waltz Capital, which we may determine to approve at our discretion, then FinMe Capital will provide you, as the Beneficial Owner of Your LLC, with information regarding the terms of the Loan we are willing to make available to Your LLC. If Your LLC agrees to the terms we offer, then you, as the Beneficial Owner of Your LLC, will be prompted to accept the offer and follow the instructions provided to you to complete Your LLC Loan application, sign a term sheet, execute the Loan agreement and any other applicable documentation, and Your LLC will receive funds in connection with Your LLC approved Loan.
3. If Your LLC applies for a Loan, you, as the Beneficial Owner of Your LLC, authorize Waltz Capital to obtain one or more consumer credit reports (and verify other credit information, including past and present loan, mortgage, and landlord references), to the extent applicable. We may also request various information and documents concerning your personal and business finances and banking relationships, and you further authorize us to verify any past and present employment, business, debts, investment earnings and records, bank accounts, credit reports, court cases, stock holdings, bankruptcies, and any other personal or business information and/or documentation that we may require to process Your LLC Loan application.

Certain aspects of the Services require you to authorize us to act on your behalf as your agent to facilitate transactions. You agree to provide Waltz with any authorizations needed to complete these transactions; if you withhold such authorizations, the transactions may be delayed or canceled. You hereby agree that you will, upon Waltz's request, reasonably cooperate with Waltz and promptly provide Waltz with any materials reasonably required by Waltz to enable Waltz to provide Loans and the Services and otherwise fulfill its obligations and responsibilities under these Terms and to enable Waltz and its third-party service providers and partners to comply with applicable laws. Calculators and tools via the Services provide you with estimates of loan terms that are generally available. The availability of these terms may change at any time at our sole discretion and are subject to our underwriting criteria. The loan terms Your LLC receives may be different.

f. Property Management and Real Estate Support Services

To support Your LLC real estate investments, Waltz offers various Services that facilitate property management and other support functions for maintaining Your LLC property. This includes providing you with information concerning Your LLC real estate investment(s) and income derived from Your LLC real estate investment(s) and connecting Your LLC with services offered by third parties such as property management companies and tax professionals. You may access these Services via your User Account.

g. Third-Party Banking Services

Waltz may assist you in obtaining banking services provided by third parties for Your LLC to help Your LLC manage income and expenses related to the management of Your LLC real estate investment. This includes providing Your LLC with the ability to establish a Bank Account with the Bank, which allows Your LLC (and you as its Beneficial Owner) to transfer funds to and from accounts you may have with other financial institutions, whether in the U.S. or outside of the U.S. All banking services are provided by the Bank and not by Waltz and all U.S. dollar balances are held at the Bank. Remittance Transactions are provided directly to Your LLC (and you as its Beneficial Owner) by Currency Cloud and any third-party service providers used by Currency Cloud. It is important that Your LLC keeps track of Your LLC's transactions and the funds in the Bank Account that are available for Your LLC to use (“Available Balance”) by reviewing Your LLC's transaction history. It is also important to understand that Your LLC's Available Balance may not reflect transactions Your LLC has authorized that have not yet been processed. Your LLC's Available Balance is available on the Website when you log into your User Account and is updated at least once every business day; however, transaction and processing times may vary, and international transfers and currency exchanges can take up to a week to become available once we have received all requisite information.

You acknowledge and agree that by requesting to obtain a Bank Account and banking services for Your LLC via your User Account, you expressly authorize us to share any User Information needed by the Bank or other relevant third party to establish such accounts or provide Your LLC (and you as its Beneficial Owner) with such services. To receive more information on what we share with the Bank or other relevant third parties, please see the Privacy Policy and the privacy policies of the relevant third parties. You will be presented with and will be required to review and agree to third-party privacy policies before using any services provided by the Bank and/or other relevant third parties. You also expressly authorize us to retrieve, on your behalf and as your agent, your banking and transactional information held by the Bank or any other third party providing banking services to Your LLC through your User Account.

h. Access to Services Through Mobile Application

The Services include certain services that are available via a mobile device, such as the ability to browse the Website from a mobile device. To the extent you access certain Services through a mobile device, your wireless service carrier's standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all Mobile services may work with all carriers or devices. By using the Services via a mobile device, you agree that we may communicate with you by SMS, MMS, text message, or other electronic means to your mobile device and, as a result, that certain information about your usage of the Services may be communicated to us.

i. Miscellaneous Terms Applicable to the Services

Applicability of U.S. Export Controls. The Services and the software underlying the Services and the transmission of applicable data, if any, are subject to United States export controls. No software which is part of the Services may be exported or re-exported in violation of United States export laws.

Technical Support and Maintenance. Waltz will endeavor to provide you with technical support and maintenance services for the Services, at its sole discretion. These technical support services may include accessing your account to ensure that it is functioning as intended. However, you acknowledge and agree that Waltz will have no obligation to provide you with any technical support or maintenance and may discontinue providing such support or maintenance at any time without notice. Accessing the Services with technology that does not meet the minimum technology requirements described in these Terms may result in an inability to access some or all of the Services.

Ownership of Feedback. You acknowledge and agree that: (1) any comments, suggestions, ideas, feedback, reviews, or other information about the Services that you provide to Waltz (collectively, “Feedback”) will be the sole and exclusive property of Waltz and you hereby irrevocably assign to us all of your right, title, and interest in and to this Feedback, and (2) Waltz will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. Any personal information we generate from your usage of the Services will be handled in accordance with the Privacy Policy.

7. THIRD-PARTY SERVICES

Your User Account will enable you to access certain Services that are provided to you by, or in conjunction with, various third parties.

Some of the third parties are service providers to Waltz. With respect to these Services, where you do not have a direct agreement with the third-party service provider and there are no Other Terms, these Terms will govern.

Some of the third parties provide their services directly to you, even though you may access such services through your User Account. For example, Waltz does not directly provide property management services for your real estate investment(s) or any banking services, but Waltz does facilitate your ability to procure such services directly from the relevant third parties and will provide you with access to information concerning your property and related banking information and actions. These services are governed by separate agreements directly between you and the third party.

When using any Services via your User Account that are provided by any third party, whether that third party is a service provider to Waltz or whether you have a direct agreement with that third party, you expressly authorize Waltz to access the information held by that third party on you (the “Third Party Account Information”), on your behalf as your agent, and you expressly authorize the third party to disclose your information to us. When you access these Services through your User Account, you may be connected to the website of the third-party service provider. Waltz or a third-party agent acting on its behalf may submit information, including usernames and passwords that you provide to log into the third-party sites.

a. Onfido

Waltz uses a third-party service provider, Onfido Ltd. (“Onfido”), to perform certain identity verification and due diligence functions. Waltz will provide Onfido with some of your User Information, such as your name, date of birth, passport number, residential address, and other identifying data. You expressly consent to Waltz sharing any and all of your User Information with Onfido. Your User Information will be treated in accordance with the Privacy Policy, as well as with Onfido's Privacy Policy.

Onfido may use certain biometric technologies to verify your identity. Onfido's use of these biometric technologies is governed by the Onfido Facial Scan Policy and Release, as well as its Privacy Policy and Terms of Use. To the extent you are required to use Onfido's biometric technology in connection with any of the Services, you agree that you will read, understand, and accept the Onfido Facial Scan Policy and Release, Privacy Policy, and Terms of Service. If you do not wish to consent to these agreements, you may be unable to access some or all of the Services provided by Onfido and Waltz.

Your use of the Onfido service for purposes of your User Account creation or to obtain Services from us is governed by the arbitration provisions in Section 22 of these Terms, including the agreement to pursue any claims against either Waltz or Onfido related to the Onfido services through individual arbitration. Waltz expressly advises you that Onfido is a third-party beneficiary of the arbitration provisions in Section 22 of these Terms.

b. Currency Cloud

You may access certain transactional capabilities through your User Account that will allow you to transfer funds to the Bank Account from your accounts in other jurisdictions and from the Bank Account to your accounts in other jurisdictions (“Remittance Transactions”). International payment services from the United States are provided by Visa Global Services Inc. (VGSI), a licensed money transmitter (NMLS ID 181032) in the states listed HERE. VGSI is licensed as a money transmitter by the New York Department of Financial Services. Mailing address: 900 Metro Center Blvd, Mailstop 1Z, Foster City, CA 94404. VGSI is also a registered Money Services Business (“MSB”) with FinCEN and a registered Foreign MSB with FINTRAC. For live customer support contact VGSI at (888) 733-0041. All Remittance Transactions are governed by Currency Cloud's applicable Terms of Use, which are available at:

• https://www.currencycloud.com/legal/terms/terms-of-use-eu-cc-bv,
• https://www.currencycloud.com/legal/terms/terms-of-use-uk-cc-ltd,
• • ‍https://go.currencycloud.com/hubfs/Product/Legal/VGSI-Customer-Terms.pdf.
    ‍

• By agreeing to these Terms and requesting any Remittance Transactions, you are expressly agreeing to Currency Cloud's applicable Terms of Use. When you request Remittance Transactions, Waltz will provide Currency Cloud and any third party used by Currency Cloud to process the request with any User Information needed to facilitate the transaction, including any information required to guard against fraud, illegal activity and for other security-related purposes. You expressly consent to Waltz sharing any and all of your User Information with Currency Cloud and such third parties for purposes of facilitating Remittance Transactions. Currency Cloud's use of any User Information that you or Waltz disclose to it is governed by Currency Cloud's Privacy Policy.

If you experience any issues with, or have questions concerning, a Remittance Transaction involving Currency Cloud, you should contact us at support@getwaltz.com with the subject Currency Cloud issues.

c. Regent Bank

All Bank Accounts are governed by the Business account agreement, which you must accept in order to open a bank account. By agreeing to these Terms and opening a Bank Account, you are expressly agreeing to the Bank's account holder agreement.

When opening a Bank Account, Waltz will provide the Bank and any third party used by the Bank to process the request and/or the transactions in connection with the Bank Account with any User Information needed to open and maintain the Bank Account, including any information required to guard against fraud, illegal activity and for other security-related purposes. You expressly consent to Waltz sharing any and all of your User Information with the Bank and such third parties for purposes of opening and maintaining the Bank Account. The Bank's use of any User Information that you or Waltz disclose to it is governed by the Bank's Privacy Policy.

If you experience any issues with or have questions concerning the Bank Account, you should contact us at support@getwaltz.com with the subject Bank Account issues.

d. Links to Third-Party Websites and Services

The Services may contain links to third-party websites and services and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Waltz, and Waltz is not responsible for any Third-Party Links & Ads. You acknowledge and agree that Waltz is not responsible for Third-Party Links & Ads, including their accuracy, completeness, timeliness, validity, quality, or any other aspect of them, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Links & Ads. Waltz does not assume and will not have any liability or responsibility to you or any other third party for any Third-Party Links & Ads. Waltz provides access to these Third-Party Links & Ads only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data collection practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with Third-Party Links & Ads.

8. FEES & PAYMENTS

We charge fees for certain Services that are available via your User Account. When you purchase and/or use any of these Services, you agree to the applicable pricing and payment terms applicable to those Services or as otherwise agreed upon in writing between you and Waltz. Waltz may add new features for additional fees and charges or amend fees and charges for existing features at any time at its sole discretion (for example, Waltz may charge for a Service that is initially provided at no charge at a later date) . Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. Your continued use of the applicable Services after any price change becomes effective constitutes your agreement to pay the changed amount.

Unless otherwise specified, all fees, including any applicable taxes and transaction fees, are in U.S. Dollars. Any applicable sales or other taxes are in addition to the stated fee. Currency exchange settlements and foreign transaction fees are based on the specifics of your agreement with the financial institution through which you pay.

Unless otherwise agreed at the time the Services are purchased and/or used, all fees will be invoiced to Your LLC at the start of your billing cycle. By purchasing and/or using the Services, you agree that we may invoice and charge you for all fees when they become due to us without additional notice or consent.

All payments are nonrefundable, and there are no refunds or credits for partially used periods in the event of a subscription. Following any cancellation, however, your use of the Services will be valid until your paid period is complete.

In addition, you may be responsible for fees paid directly to third parties that provide certain Services that you access through your User Account. You must agree to these third-party fees at the time you access those third-party services; such fees will be disclosed in your agreement with the third-party service provider. Waltz is not responsible for any fees charged by third-party service providers with whom you have a separate agreement, and you must communicate directly with such third parties in the event of any dispute about these fees. Waltz will not provide any refunds or other compensation related to fees due to third-party service providers.

9. STATEMENTS

Monthly statements of the Bank Account (“Statements”) will be provided to you (as Beneficial Owner of Your LLC) by email and/or via your User Account as long as your User Account is active. You will not receive paper statements. You agree to notify us promptly if you do not receive the Statements by the date you normally would expect to receive them. You agree that the Statements have been delivered or made available to you in a reasonable manner.

You may also review your User Account activity, including fees, Remittance Transactions, and balances in the Bank Account on the Website.

You agree to examine your User Account activity and periodic Statements using reasonable care and to report any errors or problems to us within a reasonable time. You are also responsible for reviewing your Statements as they are made available to you for errors or unauthorized activity.

You agree that if you fail to report any unauthorized signatures, alterations, or forgeries in the Bank Account within sixty (60) days of when we first send or make the Statement available, you cannot assert a claim against us on any items in that Statement, and as between you and us the loss will be entirely yours. This sixty (60) days limitation is without regard to whether we used ordinary care. In addition to your duty to review the Statements for unauthorized signatures, alterations, and forgeries, you agree to examine the Statements with reasonable promptness for any other error such as an encoding error. In addition, if you receive or we make available either your items or images of your items, you must examine them for any other problems. You agree that the time you have to examine the Statement and items and report to us will depend on the circumstances. However, this time period will not exceed sixty (60) days. Failure to examine the Statement and items and report any errors to us within sixty (60) days of when we first send or make the Statement available precludes you from asserting a claim against us for any errors on items identified in that Statement and as between you and us the loss will be entirely yours.

You further agree that if you fail to report to us within fourteen (14) days from when the Statement was first mailed or made available to you, we will not be required to pay interest on any refund to which you may be entitled. We will only credit the Bank Account for errors or problems as required by law. Email us immediately with errors or questions about electronic transfers at support@getwaltz.com. If you tell us orally, we may require your complaint or question in writing within fourteen (14) business days. If you provide us with timely notice of an error or problem in your periodic statement, we will investigate the matter and notify you of the results within a reasonable amount of time. The exact time will depend on the specific circumstances of the error or problem. You may ask for copies of the documents that we used in our investigation.

10. CONSENT AND DISCLOSURE TO DOING BUSINESS ELECTRONICALLY AND TO ELECTRONIC COMMUNICATIONS

This Section contains important information that you are entitled to receive before you consent to electronic records and electronic signatures in connection with your User Account and/or the Services.

This Section applies to all disclosures, notices, statements, documents, agreements, applications (including, without limitation, any loan application made by you to us), and any other communications that we provide to you regarding the Services, the User Account, or our relationship with you (collectively, “Communications”).

By accepting these Terms, opening a User Account, submitting an application, and/or using any of the Services, you agree to the terms of this Section and confirm your consent to (a) receive Communications electronically; (b) the use of electronic signatures; and (c) that your electronic signature will be the legally binding equivalent to a handwritten signature and will have the same validity and meaning. You agree that (i) electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, and (ii) will not repudiate the meaning of an electronic signature or claim that such signature is not legally binding due to its electronic nature.

You further agree that we are not obligated to provide Communications to you electronically and may provide you, and may require that you provide, any Communication in paper form in lieu of electronic records at any time at our sole discretion.

You have the right to request that we stop providing you with communications electronically. However, if you choose this option, you understand and agree that you will not be able to use your User Account. Upon such an occurrence, your User Account will be closed, and any existing balance(s) that you may have in connection with your User Account will be returned to you.

You understand that to view and/or retain copies of the electronic Communications, you will 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). You will also need 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.

To help ensure you receive Communications from us, it is important that you provide us with an accurate email address and other contact information and inform us if any of your contact information changes. As noted above, you can update your User Information, including your contact information, by emailing us at support@getwaltz.com with your request to update your information.

When you register or sign up for our blog, newsletter, or any other marketing content that we may make available to you, you agree that we may contact you in such context by email to the email address you provided us with when you signed up. You may unsubscribe from these emails at any time by clicking on the “Unsubscribe” link, which is part of the emails you receive from us.

11. SMS MESSAGING AND TELEPHONE CALLS

You agree to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any purpose, at any telephone number or physical or electronic address you provide to us or at which you may be reached. You represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number, including a mobile telephone number.

You agree to receive Short Message Service (“SMS”) communications (including text messages), calls, and messages (including pre-recorded, artificial voice, and autodialed or automatically texted) from us, our agents, representatives, affiliates, or anyone calling or texting on our behalf at the specific numbers you have provided to us, or numbers we can reasonably associate with you (through skip trace, caller ID capture, or other means), with information or questions relating to your Account or the Services. Automated messages may be played when the telephone is answered whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine or voicemail or send a message by text. Calls may be recorded.

You understand that such SMS communications may be placed using an automatic telephone dialing system or may include automated SMS messages. Your consent is required to allow Waltz to contact you and to use the Services. As always, you agree that you are responsible for any message, data rates or fees that your telephone service provider charges in relation to SMS messages sent and received by you. If you have any questions regarding those rates, please contact your wireless carrier.

You also agree to receive alerts about your activity, balances, transactions, suspicious activities, and other matters involving your Account or our Services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted and may include your name and information pertaining to your Account or use of the Services. We may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or device. You acknowledge and agree that standard call, message, and data rates charged by your carrier apply to all communications by or with us.

If you change or deactivate your mobile number, e-mail address, mailing address, or any other contact information you have provided, you agree to promptly update your contact information.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict or terminate your access to the Services. You consent that following such a request to unsubscribe, you may receive one final text message from us confirming your request and/or providing an alternative to access the Services.

12. LIMITATIONS OF USE

You agree to use the Services only for lawful purposes. You are prohibited from any use of the Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Services, including but not limited to unauthorized entry into Waltz's systems, misuse of passwords, or misuse of any information posted on the User Account or through the Services is strictly prohibited. Waltz makes no claims concerning whether use of the User Account or Services is appropriate outside of the United States. If you access the User Account or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

You agree you (and/or any third party on your behalf) will not (1) try to reverse engineer, disassemble, decompile, or decipher the Website, the Services or software underlining the Website, and Services or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (2) navigate or search the Website, or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders); (3) use a means other than Waltz's provided interface to access the Website, or the Services; (4) use the Services in a way that could impair, overburden, damage, or disable any portion of the Website, or Services; (5) copy, frame, mirror, modify, translate, adapt, or otherwise create derivative works or improvements of any material contained on the Website, or the Services; (6) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services (or any part thereof), or any access and/or use right to the Services (or any part thereof), to any individual or third party for any reason other than as expressly permitted in these Terms; (7) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services, or any part thereof; (8) transmit or otherwise make available in connection with the Services (including via your User Account), or any part thereof, any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage, interfere with, or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (9) interfere with or disrupt the operation of the Services, or any part thereof, or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (10) engage in fraudulent misrepresentation, such as impersonating any person or entity or forging or manipulating identifiers to disguise the origin of information transmitted through the Services; or (11) use the Services in any way not expressly permitted by these Terms.

Waltz reserves the right to take any lawful actions against you if we believe you have engaged in any activities restricted by these Terms or by laws or regulations, and Waltz also reserves the right to take any legal action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We make take actions including, but in no way limited to, (1) updating information you have provided to us so that it is accurate; (2) limiting or completely closing your access to the Website or the Services; (3) suspending or terminating your ability to use the Website, or the Services on an ongoing basis; (4) taking legal action against you; or (5) holding you liable for the amount of Waltz's damages caused by your violation of these Terms, including reasonable attorney's fees and costs.

13. INTELLECTUAL PROPERTY RIGHTS

The Services, any content, information, materials, and related content that may be available to you on or through the Services (“Content”) and all corresponding upgrades, updates, corrections, and enhancements and all copyrights and other intellectual property rights related to the Services and the Content are the property of Company, its affiliates, its licensors or suppliers, and the Company, its affiliates, its licensors and suppliers retain all right, title, and interest in and to the Services, the Content and all intellectual property rights in or related to the Services.

The Website and the Services (including, without limitation, the software underlying the website and the Services) are owned and operated by Waltz, and they are licensed, not sold, to you. The Website, the Services, and the software underlying the Website and the Services and all Content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever available through or in connection to the Services and the selection and arrangement of those materials (collectively, the “Waltz Materials”) are owned exclusively by Waltz or its licensors or suppliers and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Nothing on the Website or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Waltz Materials displayed on the Website or the Services without our prior written permission in each instance. You may not use, copy, display, distribute, modify, or reproduce any of Waltz Materials available on the Website or the Services unless it is in accordance with written authorization by us. Waltz prohibits using any of the Waltz Materials as part of a link to or from the Services unless the establishment of such a link is approved in writing by us in advance. Any questions concerning any Waltz Materials, or whether any mark or logo is a Waltz Material, should be referred to Waltz by email to legal@getwaltz.com. All rights related to the Waltz Materials are hereby reserved.

You agree that the Waltz Materials may not be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Waltz. You acknowledge that the Waltz Materials are and shall remain the property of Waltz. You may not modify, participate in the sale or transfer of, or create derivative works based on any Waltz Materials, in whole or in part.

All other trademarks, logos, service marks, company or product names displayed or available via in the Services, such as the logos or trademarks of any third-party provider of services, are the property of their respective owners.

14. COPYRIGHT INFRINGEMENT

You agree that you will not use the Services in any way that infringes or misappropriates any other person’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy. If you believe that any information accessed through the Services violates your copyright, please email us at legal@getwaltz.com for instructions on how to send us a notice of copyright infringement.

15. YOUR CONTENT AND DATA

You are solely responsible for all User Information, data, passwords, usernames, PINs, other log-in information, materials, and other content that you make available to Waltz, including by submitting or uploading it via the Services or otherwise (collectively, “User Content”). You represent and warrant that you own all right, title, and interest in and to your User Content, including all intellectual property rights of your User Content. By submitting any User Content to Waltz, you are licensing that User Content to Waltz and its successors and assigns for the purpose of providing the Services to you. You assume all risks associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

Waltz may access, use, collect, store, and share User Content as described in these Terms and the Privacy Policy. You represent that you are entitled to submit it to Waltz for use for these purposes, without any obligation by Waltz to pay any fees or be subject to any restrictions or limitations. To better understand our practices with respect to User Content please review the Privacy Policy. You hereby agree that Waltz and its third-party service providers may: (1) derive statistical and usage data relating to your use of the Services (“Usage Data”), and (2) use Usage Data for any purpose in accordance with applicable law and the Privacy Policy.

Information that we collect from you and your use of the Services may be transferred to or stored in a different country than the country in which you are utilizing the Services, or where Waltz is located, including a country with data privacy laws that may not be as protective as the laws in your country. If you provide Waltz with your User Content, you hereby expressly agree to such transfer, storage, and processing.

You hereby authorize and permit Waltz to use and store information you submit to accomplish the foregoing and to configure the Services so that it is compatible with the third-party sites for which you submit your information. For purposes of these Terms, you grant Waltz a limited power of attorney, and appoint Waltz as your attorney-in-fact and agent, to access third-party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WALTZ IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY SITES, WALTZ IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD-PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. You acknowledge and agree that Waltz is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate User Account information.

You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by applicable law or in the good faith belief that such preservation or disclosure is reasonably necessary to (1) comply with the law; (2) enforce these Terms; (3) respond to claims that any User Content violates the rights of third parties; or (4) protect the rights, property, or personal safety of Waltz, its users, or the public. You understand that the technical processing and transmission of the Services, including your User Content, may involve (1) transmissions over various networks; and (2) changes to conform and adapt to the technical requirements of connecting networks or devices.

16. TERM; TERMINATION

These Terms shall be in force and effect while you use the Services unless terminated in accordance with these Terms. To terminate your User Account and delete all your User Account information, please send us an email at support@getwaltz.com with your request for deletion of your User Account. For information on how to access your information and/or delete your information (to the extent applicable), please see the Privacy Policy. Upon termination of your User Account, you will no longer be able to access it or any Services available on or in connection with the Website.

Please note that terminating your User Account alone will (1) not necessarily terminate your obligations under Other Terms and (2) prevent you from accessing certain Services that are subject to Other Terms. Information on how to terminate Services subject to Other Terms and information on what to do once these Services are terminated can be found in those agreements. For example, you will not be able to use Currency Cloud's Services once these Terms and your User Account are terminated. You must contact Currency Cloud directly and request that they return to you any of your funds that they hold on the effective date of termination.

Waltz may terminate these Terms at any time or suspend or terminate your access and use of the Services, without notice and without cause, in Waltz's sole and absolute discretion. Further, please note that in the event we terminate or suspend your User Account or access to the Services due to suspected fraudulent, abusive, or illegal activity, we may refer the matter to appropriate law enforcement authorities. You agree that Waltz will not be liable to you or any third party for any termination of your access to the Services and/or your User Account. Upon the termination of these Terms, all rights and licenses granted herein shall terminate immediately and you shall cease your access and use of the Services, including, your User Account.

17. SURVIVAL

The following provisions of these Terms shall survive termination: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, General Provisions, and any other provision that by its terms survives termination.

18. UPDATES; AVAILABILITY

Waltz may from time to time, in its sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features or modifications of existing features (collectively, including related documentation, “Updates”). Updates may also modify or delete in part or in their entirety certain features and functionalities of the Services. However, you understand and agree that we have no obligation to provide any such Updates or to continue to provide or enable any specific features or functionality of the Services.

The Services' availability and functionality depend on multiple factors. We do not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, will be error-free, or that they will be immune from unauthorized access. The availability of the Services may vary and is subject to our sole discretion. The Services and their operation and certain features may also be dependent on the network you use, compatibility of the devices from which you access and use the Services, and the content formats supported. You will have the right to terminate these Terms if we make any material changes to the Services that you do not agree with.

19. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WALTZ AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS, SUCCESSORS AND ASSIGNS, (COLLECTIVELY, THE “WALTZ PARTIES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WITHOUT LIMITATION TO THE FOREGOING, THE WALTZ PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, NEEDS, OR PREFERENCES, OR ACHIEVE ANY INTENDED RESULTS; (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE; OR (4) THE QUALITY OF ANY THIRD PARTY SERVICES OR CONTENT ACCESSED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

WITHOUT LIMITATION TO THE FOREGOING, THE WALTZ PARTIES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE SERVICES OR THE SERVICES AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE WALTZ PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.

Please note the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability of a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

20. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE WALTZ PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, THE WALTZ MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF THE WALTZ PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WALTZ PARTIES WILL ALSO NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL AVAILABLE OR TRANSMITTED VIA THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING THEREFROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, USE OF, INABILITY TO USE THE SERVICES, ANY THIRD PARTY SERVICES AVAILABLE THEREIN OR IN CONNECTION THERETO OR THESE TERMS. IN NO EVENT WILL THE WALTZ PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

21. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Waltz Parties from and against any and all claims, losses, damages, expenses, demands or liabilities, including reasonable attorneys’ fees and costs arising out of or relating to (1) your access to, use of (or misuse) or alleged use of the Services, the Content and/or the Website; (2) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (3) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (4) your violation of any Other Terms; or (5) any disputes or issues between you and any third party. Waltz will use reasonable efforts to notify you of any such matter. We reserve the right, at your 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. You agree not to settle any such matter without the prior written consent of Waltz.

22. DISPUTE RESOLUTION BY BINDING ARBITRATION

YOU MUST READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND WALTZ. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS SECTION AS PROVIDED IN SECTION 22(c) BELOW.  

a. Election to Arbitrate.

You and Waltz agree that the sole and exclusive forum and remedy for resolution of any legal claim (“Claim”) arising out of this relationship or otherwise be a final and binding arbitration pursuant to this Section 22 (“Arbitration Provision”) unless you opt-out as provided in Section 22(c) below. As used in this Arbitration Provision, Claim shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including (except to the extent provided otherwise in the last sentence of Section 22(h) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Terms. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

b. Applicability of the Federal Arbitration Act; Arbitrator's Powers.

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (“FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

c.Opt-Out of Arbitration Provision.

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to legal@getwaltz.com within 60 days of the date of your electronic acceptance of these Terms. The opt-out notice must clearly state that you are rejecting arbitration; identify these Terms to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such a third party must include evidence of his or her authority to submit the opt-out notice on your behalf.

d. Informal Dispute Resolution.

Waltz is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user's satisfaction by emailing customer support at support@getwaltz.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Waltz should be sent to legal@getwaltz.com (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you and Waltz do not resolve the claim within 60 calendar days after the Notice is received, you or Waltz may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Waltz or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are or Waltz is entitled.

e. Arbitration Procedures.

The party initiating arbitration shall do so with the American Arbitration Association (“AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1-(800) 778-7879 or visit the AAA's website at www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1-(800) 352-5267 or visit their website at www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work or any other location we agree to.

f. 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 rules of the administrator selected or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing unless the administrator's rules or applicable law require otherwise or you request that we pay them, and we agree to do so. 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.

e. Appeals.

Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. On appeal, the arbitrator will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the first arbitrator that is not subject to appeal, and any award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

h. No Class Actions.

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS 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. Except for Claims seeking public injunctive relief or unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (1) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (2) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 22(h), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 22(h) shall be determined exclusively by a court and not by the administrator or any arbitrator.

i. Survival and Severability of Arbitration Provision.

This Arbitration Provision shall survive the termination of these Terms. If any portion of this Arbitration Provision other than Section 22(h) is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision's limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 22(h) are finally adjudicated pursuant to the last sentence of Section 22(h) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

j. Judicial Forum for Claims.

Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Waltz agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Kent County Delaware. Both you and Waltz consent to the venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

k. Waiver of Right to Litigate.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. 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.

23. GOVERNING LAW AND VENUE

Except for Section 22 which is governed by the FAA, these Terms and all Claims are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. With respect to any disputes or claims not subject to arbitration, as set forth above, you and we agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Kent County, Delaware.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

24. INTERACTIONS WITH OTHER USERS

You agree that you are solely responsible for your interactions with any other users in connection with the Services, and we will have no liability or responsibility with respect to your interactions. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Services.

25. SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, the parties agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in said provision, and the remaining provisions of these Terms shall remain in full force and effect.

26. WAIVER

You agree that Waltz's failure to exercise or enforce any of its legal rights or remedies under these Terms or other legal rights or remedies Waltz has under applicable laws shall not constitute a waiver of those rights or remedies or any other rights in any way whatsoever.

27. ENTIRE AGREEMENT

These Terms, the Privacy Policy, and any Other Terms entered into from time to time, as each may be amended, constitute the entire understanding and agreement between you and Waltz governing your access and use of the Services. These Terms supersede any previous Terms of Use agreement or other agreement to which you and Waltz may have been bound with respect to the Services. Additional terms and conditions may apply when you use third-party services, third-party content, or third-party software. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms.

28. ASSIGNMENT

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms or any of our rights or obligations under these Terms at any time without notice. All rights not expressly granted herein are hereby reserved.

29. SECTION HEADINGS

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

30. NOTICES

Any written notice you give us is effective when we actually receive it, and it must be given to us according to the specific delivery instructions provided, if any. If no delivery instruction is provided, notice must be given by emailing us at support@getwaltz.com. We must receive it in time to have a reasonable opportunity to act on it. Written notice we give you is effective when it is deposited in the U.S. mail with proper postage and addressed to your mailing address associated with your User Account or emailed to you at the email address, we have on file for you.

The Services may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.

To the extent permitted by law, you waive any notice of non-payment, dishonor or protest regarding any items credited to or charged against your User Account.

31. FORCE MAJEURE

We will not be in default hereunder by reason of any failure or delay in the performance of our obligations where such failure or delay is due to civil disturbances, riots, pandemics, hostilities, war, terrorist attacks, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond our reasonable control.

32. CONTACTING US

If you have questions regarding these Terms or the Services, please contact us by email at support@getwaltz.com or by regular mail at Waltz, Inc. at 838 Walker Road, Suite 21-2, Dover, Delaware, 19904.