PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY INVESTORLIFT IN
ITS SOLE DISCRETION AT ANY TIME. When changes are made, Investorlift
will make a new copy of the Terms of Service available on the Website
and any new Supplemental Terms will be made available from within, or
through, the applicable Service on the Website. We will also update the
“Last Updated” date at the top of the Terms of Service. If we make any
material changes, and you have registered with us to create an Account
(as defined below) we will also send an e-mail to you at the last e-mail
address you provided to us pursuant to the Agreement. Any changes to
the Agreement will be effective immediately for new users of the Website
and/ or Services and will be effective thirty (30) days after posting
notice of such changes on the Website for existing Users, provided that
any material changes shall be effective for Users who have an Account
with us upon the earlier of thirty (30) days after posting notice of
such changes on the Website or thirty (30) days after dispatch of an
e-mail notice of such changes to Users (defined below). Investorlift
may require you to provide consent to the updated Agreement in a
specified manner before further use of the Website and/ or the Services
is permitted. If you do not agree to any change(s) after receiving a
notice of such change(s), you shall stop using the Website and/or the
Services. Otherwise, your continued use of the Website and/or Services
constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK
THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
The Services enable real estate retailers, wholesalers, rehabbers,
and other commercial purchasers of real estate
(“Buyers”) to find, view, and assess online Listings
(defined below) of distressed properties and other real estate for
sale (each, a ”Property“), as made available by the
seller of such Property (”Seller“) or such Seller’s
real estate agent (the ”Listing Agent“). Investorlift
is not a Seller, Listing Agent or Buyer, and any contract for sale
of a Property between a Buyer and a Seller (a ”Transaction Agreement”) is between the Buyer and Seller, and Investorlift is not and
shall not be a party to any such Transaction Agreement.
A Listing Agent or Seller may use the Services to post photos and
other information about a Property (a “
Listing”).
-
When you post a Listing, you represent and warrant, to and for
the benefit of Investorlift and other Users, that:
-
The Property is available for sale at the price listed in
the Listing;
-
All information in the Listing is true, accurate and
complete and if at any time you learn that any information
in the Listing is untrue, inaccurate or incomplete, you will
promptly update or remove such Listing;
-
Any photos of the Property in the Listing are of the
Property and have not been materially and/or misleadingly
edited (or, if edited, that the editing is disclaimed in the
Listing, e.g., “Virtually Staged”);
- If you are a Seller, that you own the Property; and
-
If you are a Listing Agent, that the owner of the Property
has provided consent and authorized the Listing; that the
Listing does not violate any term of your agreement with
such owner or any third party, and that you have the
exclusive right to post or advertise the Property.
-
When you post a Listing, you agree to indemnify and hold
harmless Investorlift from and against any costs, expenses, loss
or damages arising from or related to third-party claims
alleging your actual or alleged breach of the foregoing
representations and warranties.
-
Investorlift reserves the right to require proof that you have
all rights necessary to a Property to post a Listing (e.g., by
requiring a copy of the applicable title or listing agreement).
-
Investorlift may remove a Listing at any time for any reason,
including without limitation if Investorlift cannot verify the
accuracy of the Listing.
When you use the Services as a Seller or Listing Agent, you
represent and warrant that you have complied with (i) all relevant
laws, regulations, and policies, including those overseen or
enforced by the applicable real estate licensing regulatory
authorities, the applicable MLS® and any applicable realtor’s
association, including as applicable the ASSOCIATION OF REALTORS®;
and (ii) any Supplemental Terms that may apply to your use of the
Service as a Seller or Listing Agent, as may be posted on the
Services from time to time. When you post a Property as a Listing
Agent, you represent and warrant that you are licensed in the
jurisdiction in which you are performing services and have the
exclusive rights to list such Property.
When you use the Services as a Buyer, you acknowledge and agree that
Investorlift is not the Seller or Listing Agent of any Property, and
that the Seller or Listing Agent, as applicable, is solely
responsible for any Listing and the contents thereof.
-
Any Transaction Agreement entered into by you with respect to a
Property is between you and the Seller of such Property, and
Investorlift is not a party to, and has no liability with
respect to, such Transaction Agreement.
-
When you use the Services to view Listings, you represent and
warrant that:
-
you have a bona fide interest in the purchase of real
estate;
-
you are using the Services in a professional capacity, and
not as or on behalf of any individual, family, or household;
and
-
you will not copy, redistribute, or retransmit any of the
information provided for any purpose, except solely in
connection with your consideration of the purchase or sale
of an individual Property.
The Services may enable you to indicate in your Account that you are
interested in certain types or categories of Properties (the “Buy Box”). Investorlift does not represent that every Property made
available in the Buy Box will meet your needs or perfectly match
your selected criteria. The Buy Box is provided solely as a
convenience and Investorlift makes no (and disclaims all)
representations with respect to any Properties listed or presented
to you through the Buy Box.
The Services may enable you to send messages, including commercial
solicitations, to other Users (“Platform Messages”).
You acknowledge and agree that you are solely responsible for your
use of the Platform Message services and that all Platform Messages
sent by you will comply with applicable law, rule, regulation, and
the terms of this Agreement.
You may not use the Services to solicit, advertise for, or contact
in any form, Users for employment or any other purpose not related
to the Services facilitated through the Website. You may not use
the Services to collect any information (including without
limitation usernames, e-mail addresses or other contact information
of Users), by electronic means or otherwise, without the express
prior written consent of Investorlift.
Investorlift is not a Seller or Listing Agent of any Properties, and
the actual agreement for sale of any Properties is directly between
Sellers and the Buyers of such Properties. We do not take part in
the interaction between Buyers and Sellers. While we may, in our
discretion, help facilitate the resolution of disputes through
various programs, Investorlift has no control over and does not
guarantee: the existence, quality, safety or legality of Properties
offered by Sellers; the truth or accuracy of User Content (including
any Listing); the ability of Listing Agents or Sellers to list or
sell Properties; the ability of Buyers to pay for Properties; or
that a Buyer and Seller will actually complete a transaction.
Investorlift does not make any representations or warranties
whatsoever with regard to any Properties provided by Sellers or
Listing Agents. You will not consider Investorlift, nor will
Investorlift be construed as, a party to any communications or
Transaction Agreements, regardless of whether Investorlift received
revenue or other remuneration in connection with the respective
transaction, nor will Investorlift be liable for any costs or
damages arising out of, either directly or indirectly, you or any
other person involved in or related to the transaction.
Investorlift does not have control over the quality, timing,
legality, failure to provide, or any aspect whatsoever of any
Properties, or of the integrity, responsibility, or any actions of
any Users. Investorlift makes no representations or warranties
about the suitability, reliability, timeliness or accuracy in
public, private or offline interactions. When interacting with
other Users you should exercise caution and common sense to protect
your personal safety and property, just as you would when
interacting with other persons whom you don’t know. NEITHER
INVESTORLIFT NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE
CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.
INVESTORLIFT AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR
ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF
THE SERVICES.
You understand that the Services are evolving. You acknowledge and
agree that Investorlift may update the Services with or without
notifying you. You may need to update third-party software from
time to time in order to use the Services.
The rights granted to you in the Agreement are subject to the
following restrictions:
-
you shall not license, sell, rent, lease, transfer, assign,
reproduce, distribute, host or otherwise commercially exploit
the Services or any portion of the Services, including the
Website;
-
you shall not frame or utilize framing techniques to enclose any
trademark, logo, or other Services of Investorlift (including
images, text, page layout or form);
-
you shall not use any metatags or other “hidden text” using
Investorlift’s name or trademarks;
-
you shall not modify, translate, adapt, merge, make derivative
works of, disassemble, decompile, reverse compile or reverse
engineer any content accessible via or part of the Services
except to the extent the foregoing restrictions are expressly
prohibited by applicable law;
-
you shall not use any manual or automated software, devices or
other processes (including but not limited to spiders, robots,
scrapers, crawlers, avatars, data mining tools or the like) to
“scrape” or download data from any web pages contained in the
Website or Services (except that we grant the operators of
public search engines revocable permission use automated
mechanisms to copy materials from the Website for the sole
purpose of and solely to the extent necessary for creating
publicly available searchable indices of the materials, but not
caches or archives of such materials and not to train any models
or algorithms on such materials or for any other purpose);
-
except as expressly stated herein, no part of the Services may
be copied, reproduced, distributed, republished, downloaded,
displayed, posted or transmitted in any form or by any means;
and
-
you shall not remove or destroy any proprietary rights notices
or other proprietary markings contained on or in the Services.
Any future release, update or other addition to the Services
shall be subject to the Agreement. Investorlift, its suppliers
and service providers reserve all rights not granted in the
Agreement. Any unauthorized use of any Services terminates the
licenses granted by Investorlift pursuant to the Agreement.
By entering into this Agreement or using the Services, you agree to
receive communications from us, including via e-mail, text message,
calls, and push notifications. Investorlift may offer one or more
mobile message programs (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by
opting-in such as through online or application-based enrollment
forms. Regardless of the opt-in method you use to enroll, you agree
that your use of the Message Service is governed by this Agreement.
We do not charge for the Message Service, but you are responsible
for all charges and fees associated with mobile messaging imposed by
your wireless carrier and you acknowledge that your carrier may
charge you or deduct usage credit from your account when you text us
or we send messages to you. Message and data rates may apply. By
enrolling a telephone number in the Message Service, you authorize
us to send recurring SMS and MMS mobile messages to the number you
specify, and you represent that you are authorized to receive mobile
messages at such number. The messages sent through the Message
Service may include messages from other Users related to any
Property, marketing or advertising messages, and operational
messages concerning your use of the Service. You agree that these
messages may be transmitted using an automatic telephone dialing
system (“ATDS”), other automated systems for the
selection or dialing of telephone numbers, or different technology.
Your consent to receive mobile messages via an ATDS or other
automated system for the selection or dialing of numbers is not
required (directly or indirectly) as a condition of purchasing any
property, goods or services. While you consent to receive messages
sent using an ATDS, the foregoing shall not be interpreted to
suggest or imply that any or all of our messages are sent using such
a system. Message frequency varies. If you do not wish to continue
participating in a Message Service program we offer, you agree to
reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message
you receive from that program to opt out. You may receive an
additional mobile message confirming your decision to opt out. You
understand and agree that the foregoing options are the only
reasonable methods of opting out. You acknowledge that our text
message platform may not recognize and respond to unsubscribe
requests that alter, change, or modify the STOP, END, CANCEL,
UNSUBSCRIBE or QUIT keyword commands, such as the use of different
spellings or the addition of other words or phrases to the command,
and agree that we and our service providers will have no liability
for failing to honor such requests. You also understand and agree
that any other method of opting out, including, but not limited to,
texting words other than those keyword commands set forth above or
orally requesting one of our employees to remove you from our list,
is not a reasonable means of opting out. To the extent you
subscribe to more than one Message Service program that we operate,
you must unsubscribe from each program separately. For Message
Service support or assistance, text the HELP keyword in response to
any message you receive through the Message Service or email us at
support@unusual.inc. Please note that the use of this email address
is not an acceptable method of opting out of Message Service. Opt
outs must be submitted in accordance with the procedures set forth
above. We may change any short code or telephone number we use to
operate the Message Service at any time with notice to you. You
acknowledge that any messages, including any STOP or HELP requests,
you send to a short code or telephone number we have changed may not
be received and we are not responsible for honoring requests made in
such messages. The Message Service may not be available in all
areas or supported by all carriers or all devices. Check with your
carrier for details. Delivery of mobile messages is subject to
effective transmission from your wireless carrier/network operator
and is outside of our control. We and the wireless carriers
supported by the Message Service are not liable for any failed,
delayed or undelivered messages. If you decide to change your
mobile phone number, you agree to first opt out of each Message
Service program in which your number is enrolled. For clarity, you
acknowledge and agree that any disputes between you and us related
to the Message Service will be governed by Section 16 (Dispute
Resolution).
In order to access certain features of the Services you may be
required to register an account on the Website (“Account”). When
you use the Services, including to register an Account, you
represent and warrant that you are
- at least eighteen (18) years old;
- of legal age to form a binding contract; and
-
not a person barred from using the Services under the laws of
the United States, your place of residence or any other
applicable jurisdiction.
You may not share your Account or password with anyone, and you
agree to notify Investorlift immediately of any unauthorized use of
your password or any other breach of security. You agree not to
create an Account using a false identity or information, or on
behalf of someone other than yourself. You agree that you shall not
have more than one Account at any given time. Investorlift reserves
the right to remove or reclaim any Account at any time and for any
reason, including but not limited to, claims by a third party that a
username violates the third party’s rights. You agree not to create
an Account or use the Services if you have been previously removed
by Investorlift, or if you have been previously banned from any of
the Services.
In registering an account on the Website, you agree to
-
provide true, accurate, current and complete information about
yourself as prompted by the registration form (the “Registration Data”); and
-
maintain and promptly update the Registration Data to keep it
true, accurate, current and complete. You are responsible for
all activities that occur under your Account.
If you provide any Registration Data that is untrue, inaccurate, not
current or incomplete, or Investorlift has reasonable grounds to
suspect that any information you provide is untrue, inaccurate, not
current or incomplete, Investorlift has the right to suspend or
terminate your Account and refuse any and all current or future use
of the Services (or any portion thereof).
You acknowledge and
agree that your Registration Data may be shared with other Users of
the Service from time to time, in Investorlift’s sole discretion,
and that Investorlift shall not have any obligation to you, and will
not owe any amounts or other consideration to you in connection
therewith.
Notwithstanding anything to the contrary herein, you acknowledge and
agree that you shall have no ownership or other property interest in
your Account, and you further acknowledge and agree that all rights
in and to your Account are and shall forever be owned by and inure
to the benefit of Investorlift.
You must provide all equipment and software necessary to connect to
the Services, including but not limited to, a mobile device that is
suitable to connect with and use the Services, in cases where the
Services offer a mobile component. You are solely responsible for
any fees, including Internet connection or mobile fees, that you
incur when accessing the Services.
You acknowledge that all Content, including the Services, is the
sole responsibility of the party from which such Content
originated. This means that you, and not Investorlift, are entirely
responsible for all Content that you upload, post, e-mail, transmit
or otherwise make available through the Services, and that you and
other Users of the Services, and not Investorlift, are similarly
responsible for all Content that you and they make available through
the Services (“User Content”).
You acknowledge that Investorlift has no obligation to pre-screen
Content (including, but not limited to, User Content), although
Investorlift reserves the right in its sole discretion to
pre-screen, refuse or remove any Content. By entering into the
Agreement, you hereby provide your irrevocable consent to such
monitoring. You acknowledge and agree that you have no expectation
of privacy concerning the transmission of your User Content,
including without limitation chat, text, or voice communications.
In the event that Investorlift pre-screens, refuses or removes any
Content, you acknowledge that Investorlift will do so for
Investorlift’s benefit, not yours. Without limiting the foregoing,
Investorlift shall have the right to remove any Content that
violates the Agreement or is otherwise objectionable.
Unless expressly agreed to by Investorlift in writing, Investorlift
has no obligation to store any of your User Content. Investorlift
has no responsibility or liability for the deletion or accuracy of
any Content, including your User Content; the failure to store,
transmit or receive transmission of Content; or the security,
privacy, storage, or transmission of other communications
originating with or involving use of the Services. You agree that
Investorlift retains the right to impose limits on Investorlift’s
use and storage of the Content, including your User Content, such as
limits on file size, storage space, processing capacity, and similar
limits as determined by Investorlift in its sole discretion.
Except with respect to your User Content, you agree that
Investorlift and its suppliers own all right, title and interest in
the Services (including but not limited to, any computer code,
themes, objects, concepts, artwork, methods of operation, moral
rights, documentation, and software). You will not remove, alter or
obscure any copyright, trademark, service mark or other proprietary
rights notices incorporated in or accompanying any the Services.
Investorlift’s stylized name and all related graphics, logos,
service marks and trade names used on or in connection with any
Services are the trademarks of Investorlift and may not be used
without permission in connection with your, or any third-party,
products or services. Other trademarks, service marks and trade
names that may appear on or in the Services are the property of
their respective owners.
Certain features of the Services may provide access to or use of
data owned or controlled by Investorlift (“Licensed Data”). Subject to your ongoing compliance with this Agreement,
Investorlift hereby grants you a limited license during the term of
this Agreement to access, display, and use the Licensed Data through
the Services for your internal business purposes. You acknowledge
and agree that it shall be a material breach of this Agreement to
use the Licensed Data in any other manner or for any other purpose,
including without limitation to make the Licensed Data available
through or to use the Licensed Data in connection with any other
product or service that is competitive with the Services. You
acknowledge and agree that, as between you and Investorlift,
Investorlift and its licensors own all right, title and interest in
and to the Licensed Data.
You hereby grant Investorlift a fully paid, royalty-free, perpetual,
irrevocable, worldwide, royalty-free, non-exclusive and fully
sublicensable right (including any moral rights) and license to use,
license, distribute, reproduce, modify, adapt, publicly perform, and
publicly display your User Content (in whole or in part). Please
remember that other Users may search for, see, use, modify and
reproduce any of your User Content that you submit to any “public”
area of the Services. When you post your User Content on the
Services, you represent that you own or have all rights necessary to
grant the foregoing license and that any third-party holder of any
worldwide intellectual property right, including moral rights, in
your User Content, has completely and effectively waived all such
rights and validly and irrevocably granted to you the right to grant
the license stated above. You agree that you, not Investorlift, are
responsible for all of your User Content that you make available on
or in the Services. Any Content posted by you, including in any
Listing or any Platform Message, may not contain nudity, violence,
sexually explicit, or offensive subject matter as determined by
Investorlift in its sole discretion. Please do not provide
information about others with us unless you have their permission to
do so. You may not post a photograph that includes another person
without that person’s permission.
Notwithstanding anything contained herein to the contrary, by
submitting your User Content to any forums, comments, or any other
area on the Services, you hereby expressly permit Investorlift to
identify you by your username as the contributor of your User
Content in any publication in any form, media or technology now
known or later developed in connection with your User Content.
You agree that submission of any ideas, suggestions, documents,
and/or proposals to Investorlift through its suggestion, feedback,
wiki, forum, or similar pages (“Feedback”) is at your
own risk and that Investorlift has no obligations (including without
limitation obligations of confidentiality) with respect to such
Feedback. You represent and warrant that you have all rights
necessary to submit the Feedback. You hereby grant to Investorlift
a fully paid, royalty-free, perpetual, irrevocable, worldwide,
non-exclusive, and fully sublicensable right and license to use,
reproduce, perform, display, distribute, adapt, modify, re-format,
create derivative works of, and otherwise commercially or
non-commercially exploit in any manner, any and all Feedback, and to
sublicense the foregoing rights, in connection with the operation
and maintenance of the Services and/or Investorlift’s business.
As a condition of use, you agree not to use the Services for any
purpose that is prohibited by this Agreement or by applicable law.
You shall not (and shall not permit any third party) to, directly or
indirectly, either
- take any action or
-
make available any Content on or through the Services that:
-
infringes any patent, trademark, trade secret, copyright,
right of publicity or other right of any person or entity;
-
is unlawful, threatening, abusive, harassing, misleading,
false, defamatory, libelous, pornographic, deceptive,
fraudulent, invasive of another’s privacy, tortious,
obscene, offensive, profane or racially, ethnically, or
otherwise discriminatory;
-
constitutes unauthorized or unsolicited advertising, junk or
bulk e-mail;
-
involves contests, sweepstakes, pyramid schemes, or any
other illegal or regulated promotional activity;
-
impersonates any person or entity, including any employee or
representative of Investorlift;
-
interferes with or attempts to interfere with the proper
functioning of the Services or uses the Services in any way
not expressly permitted by this Agreement;
-
manipulates the price of any Listing or otherwise interferes
with a Listing;
-
transfers your Account and username to another party without
our consent;
-
bypasses our robot exclusion hardware, interferes with the
working of the Services, or imposes an unreasonable or
disproportionately large load on our infrastructure;
-
uses the Services to collect, harvest, transmit, distribute
or submit any information concerning any other person or
entity, including without limitation photographs of others,
personal contact information or credit card, debit or
calling card or account numbers without their permission;
-
takes any action that may undermine our feedback or ratings
systems;
-
breaches or circumvents any laws, third party rights or our
systems, policies, or determinations of your account status;
-
attempts to engage in or engages in, any potentially harmful
acts that are directed against the Services, including but
not limited to violating or attempting to violate any
security features of the Services, using manual or automated
software or other means to access, “scrape,” “crawl” or
“spider” any pages contained in the Services, introducing
viruses, worms, or similar harmful code into the Services,
or interfering or attempting to interfere with use of the
Services by any other user, host or network, including by
means of overloading, “flooding,” “spamming,” “mail
bombing,” or “crashing” the Services;
-
has the effect of discriminating against any individual or
class of individuals protected under federal, state or local
laws, or which may have a discriminatory impact against any
individual or class of individuals, or which otherwise
promotes illegal, racist or discriminatory activities or
outcomes; or
-
reproduces, publicly displays, or otherwise makes accessible
on or through any other website, application, or service any
Content, including reviews, ratings, or profile information
about real estate, lending, or other professionals, or other
data or content available through the Services, except as
explicitly permitted by us for a particular portion of the
Services.
Investorlift may, but is not obligated to, investigate, monitor,
pre-screen, remove, refuse, or review the Services and/or Content,
including User Content, at any time. You hereby irrevocably consent
to such monitoring. You acknowledge and agree that you have no
expectation of privacy concerning the transmission of your User
Content, including without limitation chat, text, or voice
communications.
6.1 Without limiting the foregoing, Investorlift
reserves the right to:
-
remove or refuse to post any of your User Content for any or no
reason in our sole discretion;
-
take any action with respect to any of your User Content that we
deem necessary or appropriate in our sole discretion, including
if we believe that such Content violates this Agreement,
infringes any intellectual property right or other right of any
person or entity, threatens the personal safety of users of the
Services or the public, or could create liability for
Investorlift;
-
disclose your identity or other information about you to any
third party who claims that material posted by you violates
their rights, including their intellectual property rights or
their right to privacy;
-
take appropriate legal action, including without limitation,
referral to and cooperation with law enforcement and/or other
applicable legal authorities, for any illegal or unauthorized
use of the Services or if Investorlift otherwise believes that
criminal activity has occurred; and/or
-
terminate or suspend your access to all or part of the Services
for any or no reason, including without limitation, any
violation of this Agreement. Upon determination of any possible
violations by you of any provision of this Agreement,
Investorlift, may, at its sole discretion immediately terminate
your license to use the Services, or change, alter or remove
your User Content, in whole or in part, without prior notice to
you.
6.2 If Investorlift believes that criminal activity has
occurred, Investorlift reserves the right, except to the extent
prohibited by applicable law, to disclose any information or
materials on or in the Services, including your User Content, in
Investorlift’s possession in connection with your use of the
Services, in order to
-
comply with applicable laws, legal process or governmental
request,
- enforce this Agreement,
-
respond to any claims that your User Content violates the rights
of third parties,
- respond to your requests for customer service, or
-
protect the rights, property, or personal safety of
Investorlift, its users or the public, and all enforcement or
other government officials, as Investorlift in its sole
discretion believes to be necessary or appropriate.
You are solely responsible for your interactions with other Users
and any other parties with which you interact; provided, however,
that Investorlift reserves the right, but has no obligation, to
intercede in such disputes. You agree that Investorlift will not be
responsible for any liability incurred as the result of such
interactions.
The Services contain User Content provided by other Users.
Investorlift is not responsible for and does not control User
Content. Investorlift has no obligation to review or monitor, and
does not approve, endorse or make any representations or warranties
with respect to, User Content. You use all User Content and
interact with other Users at your own risk.
The fees that Investorlift charges for its Services
(“
Fees”) are set forth in connection with the
applicable Services. We may change our Fees from time to time by
posting the changes on
https://get.investorlift.com/
or any other fees page. The new Fee(s) will apply to any use of the
applicable Services after the changes are posted.
If you purchase access to certain features and functionality of the
Services on a time-limited basis (a “
Subscription”),
the Fee for such Subscription (“
Subscription Fee”) will
be billed at the start of the Subscription (“
Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at
the time of purchase. Investorlift reserves the right to change the
timing of our billing. Investorlift reserves the right to change
the Subscription pricing at any time in accordance with Section
8.1. If changes to the Subscription price occur that impact your
Subscription, Investorlift will use commercially reasonable efforts
to notify you, such as by sending an email to the email address
associated with your Account. If you do not agree with such
changes, you may cancel your Subscription as set forth herein.
-
Automatic Renewal. If you elect to purchase a Subscription,
your Subscription will continue and automatically renew at
Investorlift’s then-current price for such Subscription until
terminated in accordance with this Agreement. The frequency at
which your Subscription renews (i.e., weekly, monthly, annually,
etc.) will be designated at the time at you sign up for the
Subscription. By subscribing, you authorize Investorlift to
charge the payment method designated in your Account now, and
again at the beginning of any subsequent Subscription period.
Upon renewal of your Subscription, if Investorlift does not
receive payment,
-
you shall pay all amounts due on your Account upon demand
and/or
-
you agree that Investorlift may either terminate or suspend
your Subscription and continue to attempt to charge your
designated payment method until payment is received (upon
receipt of payment, your Account will be activated and for
purposes of automatic renewal, your new Subscription
commitment period will begin as of the day payment was
received).
-
Cancelling Subscriptions. If you purchased your Subscription
directly from Investorlift, you may cancel your Subscription by
logging into and going to the [“Change/Cancel Membership”] page
of your “Account Settings” page. If you do not wish your
Account to renew automatically, or if you want to change or
terminate your Subscription, you must contact Investorlift
[support@investorlift.com], or log in and go to the
“Change/Cancel Membership” page on your “Account Settings”
page.
-
Effect of Cancellation. If you cancel your Subscription, you
may use your Subscription until the end of your then-current
Subscription term; your Subscription will not be renewed after
your then-current term expires. However, you will not be
eligible for a prorated refund of any portion of the
Subscription Fee paid for the then-current Subscription period.
-
Upgrades and Downgrades. If you choose to upgrade your
Subscription in the middle of a Subscription period, such
upgrade will take effect immediately and any incremental fees
associated with such upgrade will be charged in accordance with
this Agreement. In any future Renewal Term, the fees will
reflect any such upgrades. If you choose to downgrade a
Subscription, the downgrade will take effect as of the first day
of the next Renewal Term. Downgrading a Subscription may cause
loss of content, features, or capacity of the Services as
available, and Investorlift does not accept any liability for
such loss.
Buyers contract directly with Sellers for the purchase of any
Properties. Investorlift is not a party to any such sales. You
understand and agree that Investorlift itself (a) is not a party to,
and (b) does not process the transmission of funds in, any
Transaction Agreement.
Investorlift uses [Stripe, Inc.] (“Payment Processor”) as the third
party service provider for payment services (e.g., card acceptance,
merchant settlement, and related services). Your use of the
Services and the payment processing provided by the Payment
Processor is subject to the [Stripe Connected Account Agreement that
includes the Stripe Services Agreement], as may be modified by the
Payment Processor from time to time (collectively, the “Payment
Processor Agreement”). As a condition of using the Payment
Processor’s payment processing, you must provide accurate and
complete information, and you authorize us to share this information
with the Payment Processor. All bank and credit card information is
sent directly to and stored with the Payment Processor using its
security protocols. Investorlift does not store your payment
information on its systems and shall not have any responsibility for
the safety or security of that information. Your use of the Payment
Processor’s payment processing is conditioned upon your compliance
with the Payment Processor Agreement, and if the Payment Processor
Agreement is terminated by the Payment Processor, you may not be
able to use the Services, or you may have your Account suspended or
terminated. We may change or add other payment processing services
at any time upon notice to you, which may be subject to additional
terms or conditions.
Investorlift has no obligation to provide refunds or credits, but
may grant them in Investorlift’s sole discretion.
The Fees paid under this Agreement do not include any Sales Tax that
may be due in connection with any Services provided under this
Agreement. If Investorlift determines it has a legal obligation to
collect Sales Tax from a User in connection with this Agreement,
Investorlift shall collect such Sales Tax in addition to the amounts
required under this Agreement. If any Services, or payments for any
Services, under the Agreement are subject to Sales Tax in any
jurisdiction and you have not remitted the applicable Sales Tax to
Investorlift, you will be responsible for the payment of such Sales
Tax and any related penalties or interest to the relevant tax
authority, and you will indemnify Investorlift for any liability or
expense Investorlift may incur in connection with such Sales Taxes.
Upon Investorlift’s request, you will provide it with official
receipts issued by the appropriate taxing authority, or such other
evidence that you have paid all applicable taxes. For purposes of
this section, “Sales Tax” shall mean any sales or use
tax and any other tax measured by sales proceeds that is the
functional equivalent of a sales tax where the applicable taxing
jurisdiction does not otherwise impose a sales or use tax.
Investorlift expressly disclaims any liability that may arise as a
result of interactions between Users. Because Investorlift is not a
party to the actual contracts between Buyers and Sellers or any
other communications between Users, in the event that you have a
dispute with one or more Users, you release Investorlift, its
parents, subsidiaries, affiliates, officers, employees, investors,
agents, partners and licensors, but excluding any Users
(collectively, the “Investorlift Parties”) from any and
all claims, demands, or damages (actual or consequential) of every
kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way connected
with such disputes. If you are a California resident, you hereby
waive California Civil Code Section 1542, which states, “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.” The foregoing release does not apply to any
claims, demands, or any losses, damages, rights and actions of any
kind, including personal injuries, death or property damage for any
unconscionable commercial practice by a Investorlift Party or for
such party’s fraud, deception, false, promise, misrepresentation or
concealment, suppression or omission of any material fact in
connection with the Services provided hereunder.
You agree to indemnify and hold harmless Investorlift, its parents,
subsidiaries, affiliates, officers, employees, agents, partners,
suppliers, and licensors (each, a “Investorlift Party”
and collectively, the “Investorlift Parties”) from any
losses, costs, liabilities and expenses (including reasonable
attorneys’ fees) relating to or arising out of any and all of the
following: (a) your User Content; (b) your use of, or inability to
use, any Services; (c) your violation of the Agreement; (d) your
violation of any rights of another party, including any Users; or
(e) your violation of any applicable laws, rules or regulations.
Investorlift reserves the right, at its own cost, to assume the
exclusive defense and control of any matter otherwise subject to
indemnification by you, in which event you will fully cooperate with
Investorlift in asserting any available defenses. This provision
does not require you to indemnify any of the Investorlift Parties
for any unconscionable commercial practice by such party or for such
party’s fraud, deception, false promise, misrepresentation or
concealment, or suppression or omission of any material fact in
connection with the Website or any Services provided hereunder. You
agree that the provisions in this section will survive any
termination of your Account, the Agreement and/or your access to the
Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY
APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,
WITH ALL FAULTS. INVESTORLIFT PARTIES EXPRESSLY DISCLAIM ALL
WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE
WEBSITE.
-
INVESTORLIFT PARTIES MAKE NO WARRANTY, REPRESENTATION OR
CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS;
(ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED
FROM YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. WE
CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE SERVICES,
AND OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS
FACTORS OUTSIDE OF OUR CONTROL.
-
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE
SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT
LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO
ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM
ACCESSING SUCH CONTENT.
-
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER
DISRUPTIONS. INVESTORLIFT MAKES NO WARRANTY, REPRESENTATION OR
CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED
TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER
CHARACTERISTICS THEREOF.
-
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
INVESTORLIFT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY
NOT EXPRESSLY MADE HEREIN.
-
YOU ACKNOWLEDGE AND AGREE THAT (I) THE LICENSED DATA IS
COLLECTED FROM THIRD PARTY SOURCES AND INVESTORLIFT DOES NOT
VERIFY THE ACCURACY OF SUCH DATA; (II) THE LICENSED DATA IS NOT
GUARANTEED TO BE ACCURATE OR TO SATISFY ANY LEGAL OR THIRD-PARTY
STANDARDS; (III) INVESTORLIFT DOES NOT REPRESENT THAT ANY
THIRD-PARTY SOURCE HAS THE RIGHTS TO MAKE ANY LICENSED DATA
AVAILABLE, NOR THAT YOU CAN USE THE LICENSED DATA FOR ANY
PURPOSE; AND (IV) YOU BEAR ALL RESPONSIBILITY, AND INVESTORLIFT
WILL HAVE NO LIABILITY, FOR YOUR USE OF ANY LICENSED DATA
PROVIDED BY THE SERVICE OR BY INVESTORLIFT, INCLUDING ANY
DECISIONS MADE BY YOU BASED ON ANY SUCH LICENSED DATA. YOU ARE
SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICE,
AND YOUR USE OF ANY LICENSED DATA PROVIDED THEREBY OR RECEIVED
THEREFROM, COMPLIES WITH APPLICABLE LAW.
-
FROM TIME TO TIME, INVESTORLIFT MAY OFFER NEW “BETA” FEATURES OR
TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR
TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT
ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT
INVESTORLIFT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION
APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
YOU ACKNOWLEDGE AND AGREE THAT THE INVESTORLIFT PARTIES ARE NOT
LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY INVESTORLIFT PARTIES
LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF
EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES
RESTS ENTIRELY WITH YOU.
-
Investorlift makes no warranty that the Properties will be as
advertised. Investorlift makes no warranty regarding any aspect
of any such Properties, or the accuracy, timeliness,
truthfulness, completeness or reliability of any Content
obtained through the Services.
-
We are not involved in the actual transaction between Buyers and
Sellers. While we may help facilitate the resolution of
disputes through various programs, we have no control over and
do not guarantee the quality, safety or legality of Properties
advertised, the truth or accuracy of Users’ Content or Listings,
the ability of Sellers or Listing Agents to list or sell
Properties, the ability of Buyers to pay for Properties, or that
Buyer or Seller will actually complete a transaction.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND
INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT
INVESTORLIFT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF
USERS OF THE SERVICES, INCLUDING WHETHER ANY SELLER OR LISTING AGENT
HAS THE RIGHT TO LIST ANY PROPERTY. INVESTORLIFT MAKES NO WARRANTY
WITH RESPECT TO ANY PROPERTY OR ANY LISTING THEREFOR.
As a part of the Services, you may have access to materials that are
hosted by another party. You agree that it is impossible for
Investorlift to monitor such materials and that you access these
materials at your own risk.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY
LAW, IN NO EVENT SHALL ANY INVESTORLIFT PARTIES BE LIABLE FOR ANY
LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION
OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, IN EACH CASE WHETHER OR NOT ANY INVESTORLIFT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR
IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS
OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF
LIABILITY, RESULTING FROM:
- THE USE OR INABILITY TO USE THE SERVICES;
-
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS
ENTERED INTO THROUGH THE SERVICES;
-
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR
DATA;
-
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR
-
ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON
WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING
LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A
INVESTORLIFT PARTY FOR
-
DEATH OR PERSONAL INJURY CAUSED BY A INVESTORLIFT PARTY’S
NEGLIGENCE; OR
-
ANY INJURY CAUSED BY A INVESTORLIFT PARTY’S FRAUD OR
FRAUDULENT MISREPRESENTATION.
TO THE FULLEST EXTENT PROVIDED BY LAW, INVESTORLIFT PARTIES WILL NOT
BE LIABLE TO YOU FOR MORE THAN THE GREATEST OF
-
THE TOTAL AMOUNT PAID TO INVESTORLIFT BY YOU DURING THE
ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING
RISE TO SUCH LIABILITY;
- $100; OR
-
THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH
CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO
LIABILITY OF A INVESTORLIFT PARTY FOR
-
DEATH OR PERSONAL INJURY CAUSED BY A INVESTORLIFT PARTY’S
NEGLIGENCE; OR FOR
-
ANY INJURY CAUSED BY A INVESTORLIFT PARTY’S FRAUD OR
FRAUDULENT MISREPRESENTATION.
INVESTORLIFT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION,
MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT
LIMITED TO, YOUR USER CONTENT AND USER CONTENT), USER COMMUNICATIONS
OR PERSONALIZATION SETTINGS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE
ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT
HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN INVESTORLIFT AND YOU.
It is Investorlift’s policy to terminate membership privileges of
any User who repeatedly infringes copyright upon prompt notification
to Investorlift by the copyright owner or the copyright owner’s
legal agent. Without limiting the foregoing, if you believe that
your work has been copied and posted on the Services in a way that
constitutes copyright infringement, please provide our Copyright
Agent with the following information:
-
an electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright interest;
-
a description of the copyrighted work that you claim has been
infringed;
-
a description of the location on the Services of the material
that you claim is infringing;
- your address, telephone number and e-mail address;
-
a written statement by you that you have a good faith belief
that the disputed use is not authorized by the copyright owner,
its agent or the law; and
-
a statement by you, made under penalty of perjury, that the
above information in your notice is accurate and that you are
the copyright owner or authorized to act on the copyright
owner’s behalf.
Contact information for Investorlift’s Copyright Agent for notice of
claims of copyright infringement is as follows: Copyright Agent,
2325 East Camelback Rd. Suite 400 PMB 1004 Phoenix, AZ 85016 United
States.
The Agreement commences on the date when you accept this Agreement
(as described in the preamble above) and remains in full force and
effect while you use any Services, unless terminated earlier in
accordance with the Agreement.
Notwithstanding the foregoing, you hereby acknowledge and agree that
the Agreement commenced on the earlier to occur of (a) the date you
first used the Services or (b) the date you accepted the Agreement.
-
Termination by Investorlift. If you have breached any provision
of this Agreement, or if Investorlift is required to do so by
law (e.g., where the provision of the Services is, or becomes,
unlawful), Investorlift has the right to, immediately and
without notice, suspend or terminate any Service provided to
you. Investorlift reserves the right to terminate this
Agreement or your access to the Service at any time without
cause upon notice to you. You agree that all terminations for
cause are made in Investorlift’s sole discretion and that
Investorlift shall not be liable to you or any third party for
any termination of your Account.
-
Termination by You. If you want to terminate this Agreement,
you may do so by (i) notifying Investorlift at any time and (ii)
closing your Account. Your notice should be sent, in writing,
to Investorlift’s address set forth below. ANY SUCH TERMINATION
WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND
ALL THEN-CURRENT SUBSCRIPTIONS, WHICH WILL CONTINUE AT THE END
OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION
IN ACCORDANCE WITH THE PROCEDURE SET FORTH ABOVE.
Upon termination of the Service or any applicable feature or
functionality thereof, your right to use the Service or the
applicable feature or functionality thereof will automatically
terminate, and we may delete your User Content associated therewith
from our live
This section is included so that Investorlift may take advantage of
the safe harbor created by the Digital Millennium Copyright Act
(“
DMCA”), which exempts on-line service providers that
meet the safe harbor criteria from claims of copyright infringement
made against them that result from the conduct of their customers.
Note that one of the requirements is that the on-line service
provider must designate an agent that will receive notices of
copyright infringement from copyright owners and it must notify the
Copyright Office of the agent’s name and address and make that
information publicly available on its website (512(c)(2)). For more
information, see
http://www.copyright.gov/dmca-directory/faq.html.
databases. If we terminate your Account for cause, we may also bar
your further use or access to the Service. Investorlift will not
have any liability whatsoever to you for any suspension or
termination, including for deletion of your User Content. All
provisions of this Agreement which by their nature should survive,
will survive the expiration or any termination of Service, including
without limitation, ownership provisions, warranty disclaimers, and
limitations of liability.
If your registration(s) with, or ability to access any of our
Services, is discontinued by Investorlift due to your violation of
any portion of the Agreement or for conduct otherwise inappropriate
for the Investorlift community, then you agree that you shall not
attempt to re-register with or access the Website or any of our
Services through use of a different member name or otherwise, and
you acknowledge that you will not be entitled to receive a refund
for fees related to those Services to which your access has been
terminated.
The Services can be accessed from countries around the world and may
contain references to Services and Content that are not available in
your country. These references do not imply that Investorlift
intends to announce such Services or Content in your country. The
Services are controlled and offered by Investorlift from its
facilities in the United States of America. Investorlift makes no
representations that the Services are appropriate or available for
use in other locations. Those who access or use the Services from
other countries do so at their own volition and are responsible for
compliance with local law.
Please read this section (the “Arbitration Agreement”)
carefully. It is part of your contract with Investorlift and
affects your rights. It contains procedures for MANDATORY BINDING
ARBITRATION AND A CLASS ACTION WAIVER.
Subject to the terms of this Arbitration Agreement, you and
Investorlift agree that any dispute, claim, disagreements arising
out of or relating in any way to your access to or use of the
Services, any communications you receive, any Listings, any
Properties advertised, purchased, or sold in connection with the
Services, or this Agreement and prior versions of this Agreement,
including claims and disputes that arose between you and us before
the effective date of this Agreement (each, a
“
Dispute”) will be resolved by binding arbitration,
rather than in court, except that:
-
you and Investorlift may assert claims or seek relief in small
claims court if such claims qualify and remain in small claims
court; and
-
you and Investorlift may seek equitable relief in court for
infringement or other misuse of intellectual property rights
(such as trademarks, trade dress, domain names, trade secrets,
copyrights, and patents).
For purposes of this Arbitration Agreement, “Dispute” will also
include disputes that arose or involve facts occurring before the
existence of this or any prior versions of this Agreement as well as
claims that may arise after the termination of this Agreement.
There might be instances when a Dispute arises between you and
Investorlift. If that occurs, Investorlift is committed to working
with you to reach a reasonable resolution. You and Investorlift
agree that good faith informal efforts to resolve Disputes can
result in a prompt, low‐cost and mutually beneficial outcome (“
Informal Dispute Resolution”). You and Investorlift therefore agree that before either party
commences arbitration against the other (or initiates an action in
small claims court if a party so elects), we will personally meet
and confer telephonically or via videoconference, in a good faith
effort to resolve informally any Dispute covered by this Arbitration
Agreement (“
Informal Dispute Resolution Conference”).
If you are represented by counsel, your counsel may participate in
the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party
in writing of its intent to initiate an Informal Dispute Resolution
Conference (“
Notice”), which shall occur within
forty-five (45) days after the other party receives such Notice,
unless an extension is mutually agreed upon by the parties. Notice
to Investorlift that you intend to initiate an Informal Dispute
Resolution Conference should be sent by mail to our offices located
at 2325 East Camelback Rd., Suite 400 PMB 1004 Phoenix, AZ 85016
United States. The Notice must include:
-
your name, telephone number, mailing address, e‐mail address
associated with your Account (if you have one);
-
the name, telephone number, mailing address and e‐mail address
of your counsel, if any; and
-
a description of your Dispute. The Informal Dispute Resolution
Conference shall be individualized such that a separate
conference must be held each time either party initiates a
Dispute, even if the same law firm or group of law firms
represents multiple Users in similar cases, unless all parties
agree;
multiple individuals initiating a Dispute cannot participate in the
same Informal Dispute Resolution Conference unless all parties
agree. In the time between a party receiving the Notice and the
Informal Dispute Resolution Conference, nothing in this Arbitration
Agreement shall prohibit the parties from engaging in informal
communications to resolve the initiating party’s Dispute. Engaging
in the Informal Dispute Resolution Conference is a condition
precedent and requirement that must be fulfilled before commencing
arbitration. The statute of limitations and any filing fee
deadlines shall be tolled while the parties engage in the Informal
Dispute Resolution Conference process required by this section.
YOU AND INVESTORLIFT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY
RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A
JURY. You and Investorlift are instead electing that all Disputes
shall be resolved by arbitration under this Arbitration Agreement,
except as specified in Section 16.1 (Applicability of Arbitration
Agreement). There is no judge or jury in arbitration, and court
review of an arbitration award is subject to very limited review.
YOU AND INVESTORLIFT AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16.9
(BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER
ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR
COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE
ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED
ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY
INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE
CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF
ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement,
the arbitrator may award declaratory or injunctive relief only in
favor of the individual party seeking relief and only to the extent
necessary to provide relief warranted by the party’s individual
claim. Nothing in this paragraph is intended to, nor shall it,
affect the terms and conditions under Section 16.9 (Batch
Arbitration). Notwithstanding anything to the contrary in this
Arbitration Agreement, if a court decides by means of a final
decision, not subject to any further appeal or recourse, that the
limitations of this section are invalid or unenforceable as to a
particular claim or request for relief (such as a request for public
injunctive relief), you and Investorlift agree that such particular
claim or request for relief (and only that particular claim or
request for relief) shall be severed from the arbitration and may be
litigated in the state or federal courts located in the State of
California. All other Disputes shall be arbitrated or litigated in
small claims court. This section does not prevent you or
Investorlift from participating in a class-wide settlement of
claims.
This Agreement evidences a transaction involving interstate
commerce; and notwithstanding any other provision herein with
respect to the applicable substantive law, the Federal Arbitration
Act, 9 U.S.C. § 1 et seq., will govern the interpretation and
enforcement of this Arbitration Agreement and any arbitration
proceedings. If the Informal Dispute Resolution Conference process
described above does not resolve satisfactorily within sixty (60)
days after receipt of your Notice, you and Investorlift agree that
either party shall have the right to finally resolve the Dispute
through binding arbitration. The arbitration will be administered
by the American Arbitration Association (“
AAA”), in
accordance with the Consumer Arbitration Rules (the “
AAA Rules”) then in effect, except as modified by this section of this
Arbitration Agreement. The AAA Rules are currently available at
https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the
other party with a request for arbitration (the
“
Request”). The Request must include:
-
the name, telephone number, mailing address, e‐mail address of
the party seeking arbitration and the account username (if
applicable) as well as the email address associated with any
applicable Account;
-
a statement of the legal claims being asserted and the factual
bases of those claims;
-
a description of the remedy sought and an accurate, good‐faith
calculation of the amount in controversy in United States
dollars;
-
a statement certifying completion of the Informal Dispute
Resolution Conference process as described above; and
-
evidence that the requesting party has paid any necessary filing
fees in connection with such arbitration. If the party
requesting arbitration is represented by counsel, the Request
shall also include counsel’s name, telephone number, mailing
address, and email address.
Such counsel must also sign the Request. By signing the Request,
counsel certifies to the best of counsel’s knowledge, information,
and belief, formed after an inquiry reasonable under the
circumstances, that:
-
the Request is not being presented for any improper purpose,
such as to harass, cause unnecessary delay, or needlessly
increase the cost of dispute resolution;
-
the claims, defenses and other legal contentions are warranted
by existing law or by a nonfrivolous argument for extending,
modifying, or reversing existing law or for establishing new
law; and
-
the factual and damages contentions have evidentiary support or,
if specifically so identified, will likely have evidentiary
support after a reasonable opportunity for further investigation
or discovery. Unless you and Investorlift otherwise agree, or
the Batch Arbitration process discussed in Section 16.9 (Batch
Arbitration) is triggered, the arbitration will be conducted in
the county where you reside. Subject to the AAA Rules, the
arbitrator may direct a limited and reasonable exchange of
information between the parties, consistent with the expedited
nature of the arbitration. If the AAA is not available to
arbitrate, the parties will select an alternative arbitral
forum. Your responsibility to pay any AAA fees and costs will
be solely set forth in the applicable AAA Rules.
You and Investorlift agree that all materials and documents
exchanged during the arbitration proceedings shall be kept
confidential and shall not be shared with anyone except the parties’
attorneys, accountants, or business advisors, and shall be subject
to the condition that they agree to keep all materials and documents
exchanged during the arbitration proceedings confidential.
The arbitrator will be either a retired judge or an attorney
licensed to practice law in the state of California and will be
selected by the parties from the AAA’s roster of consumer dispute
arbitrators. If the parties are unable to agree upon an arbitrator
within thirty-five (35) days of delivery of the Request, then the
AAA will appoint the arbitrator in accordance with the AAA Rules,
provided that if the Batch Arbitration process under Section 16.9
(Batch Arbitration) is triggered, the AAA will appoint the
arbitrator for each batch.
The arbitrator shall have exclusive authority to resolve any
Dispute, including, without limitation, disputes arising out of or
related to the interpretation or application of the Arbitration
Agreement, including the enforceability, revocability, scope, or
validity of the Arbitration Agreement or any portion of the
Arbitration Agreement, except for the following:
-
all Disputes arising out of or relating to Section 16.4 (Waiver
of Class and Other Non-Individualized Relief), including any
claim that all or part of Section 16.4 (Waiver of Class and
Other Non-Individualized Relief) is unenforceable, illegal, void
or voidable, or that such Section 16.4 (Waiver of Class and
Other Non-Individualized Relief) has been breached, shall be
decided by a court of competent jurisdiction and not by an
arbitrator;
-
except as expressly contemplated in Section 16.9 (Batch
Arbitration), all Disputes about the payment of arbitration fees
shall be decided only by a court of competent jurisdiction and
not by an arbitrator;
-
all Disputes about whether either party has satisfied any
condition precedent to arbitration shall be decided only by a
court of competent jurisdiction and not by an arbitrator; and
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all Disputes about which version of the Arbitration Agreement
applies shall be decided only by a court of competent
jurisdiction and not by an arbitrator.
The arbitration proceeding will not be consolidated with any other
matters or joined with any other cases or parties, except as
expressly provided in Section 16.9 (Batch Arbitration). The
arbitrator shall have the authority to grant motions dispositive of
all or part of any Dispute. The arbitrator shall issue a written
award and statement of decision describing the essential findings
and conclusions on which the award is based, including the
calculation of any damages awarded. The award of the arbitrator is
final and binding upon you and us. Judgment on the arbitration
award may be entered in any court having jurisdiction.
The parties shall bear their own attorneys’ fees and costs in
arbitration unless the arbitrator finds that either the substance of
the Dispute or the relief sought in the Request was frivolous or was
brought for an improper purpose (as measured by the standards set
forth in Federal Rule of Civil Procedure 11(b)). If you or
Investorlift need to invoke the authority of a court of competent
jurisdiction to compel arbitration, then the party that obtains an
order compelling arbitration in such action shall have the right to
collect from the other party its reasonable costs, necessary
disbursements, and reasonable attorneys’ fees incurred in securing
an order compelling arbitration. The prevailing party in any court
action relating to whether either party has satisfied any condition
precedent to arbitration, including the Informal Dispute Resolution
Conference process, is entitled to recover their reasonable costs,
necessary disbursements, and reasonable attorneys’ fees and costs.
To increase the efficiency of administration and resolution of
arbitrations, you and Investorlift agree that in the event that
there are one hundred (100) or more individual Requests of a
substantially similar nature filed against Investorlift by or with
the assistance of the same law firm, group of law firms, or
organizations, within a thirty (30) day period (or as soon as
possible thereafter), the AAA shall
-
administer the arbitration demands in batches of one hundred
(100) Requests per batch (plus, to the extent there are fewer
than one hundred (100) Requests left over after the batching
described above, a final batch consisting of the remaining
Requests);
- appoint one arbitrator for each batch; and
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provide for the resolution of each batch as a single
consolidated arbitration with one set of filing and
administrative fees due per side per batch, one procedural
calendar, one hearing (if any) in a place to be determined by
the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar
nature” if they arise out of or relate to the same event or factual
scenario and raise the same or similar legal issues and seek the
same or similar relief. To the extent the parties disagree on the
application of the Batch Arbitration process, the disagreeing party
shall advise the AAA, and the AAA shall appoint a sole standing
arbitrator to determine the applicability of the Batch Arbitration
process (“
Administrative Arbitrator”). In an effort to
expedite resolution of any such dispute by the Administrative
Arbitrator, the parties agree the Administrative Arbitrator may set
forth such procedures as are necessary to resolve any disputes
promptly. The Administrative Arbitrator’s fees shall be paid by
Investorlift. You and Investorlift agree to cooperate in good faith
with the AAA to implement the Batch Arbitration process including
the payment of single filing and administrative fees for batches of
Requests, as well as any steps to minimize the time and costs of
arbitration, which may include: (A) the appointment of a discovery
special master to assist the Administrative Arbitrator in the
resolution of discovery disputes; and (B) the adoption of an
expedited calendar of the arbitration proceedings. This Batch
Arbitration provision shall in no way be interpreted as authorizing
a class, collective and/or mass arbitration or action of any kind,
or arbitration involving joint or consolidated claims under any
circumstances, except as expressly set forth in this provision.
You have the right to opt out of the provisions of this Arbitration
Agreement by sending written notice of your decision to opt out to:
2325 East Camelback Rd., Suite 400 PMB 1004 Phoenix, AZ 85016
United States, within thirty (30) days after first becoming subject
to this Arbitration Agreement. Your notice must include your name
and address, the email address associated with your Account (if you
have one), and an unequivocal statement that you want to opt out of
this Arbitration Agreement. If you opt out of this Arbitration
Agreement, all other parts of this Agreement will continue to apply
to you. Opting out of this Arbitration Agreement has no effect on
any other arbitration agreements that you may currently have, or may
enter in the future, with us.
Except as provided in Section 16.4 (Waiver of Class or Other
Non-Individualized Relief), if any part or parts of this Arbitration
Agreement are found under the law to be invalid or unenforceable,
then such specific part or parts shall be of no force and effect and
shall be severed and the remainder of the Arbitration Agreement
shall continue in full force and effect. You further agree that any
Dispute that you have with Investorlift as detailed in this
Arbitration Agreement must be initiated via arbitration within the
applicable statute of limitation for that claim or controversy, or
it will be forever time barred. Likewise, you agree that all
applicable statutes of limitation will apply to such arbitration in
the same manner as those statutes of limitation would apply in the
applicable court of competent jurisdiction.
Notwithstanding any provision in this Agreement to the contrary, we
agree that if Investorlift makes any future material change to this
Arbitration Agreement, we will notify you. Unless you reject the
change within thirty (30) days of such change become effective by
writing to Investorlift at 2325 East Camelback Rd., Suite 400 PMB
1004 Phoenix, AZ 85016 United States, your continued use of the
Investorlift Service, including the acceptance of services offered
on the Website following the posting of changes to this Arbitration
Agreement constitutes your acceptance of any such changes. Changes
to this Arbitration Agreement do not provide you with a new
opportunity to opt out of the Arbitration Agreement if you have
previously agreed to a version of this Agreement and did not validly
opt out of arbitration. If you reject any change or update to this
Arbitration Agreement, and you were bound by an existing agreement
to arbitrate Disputes arising out of or relating in any way to your
access to or use of the Investorlift Service, any communications you
receive, any products sold or distributed through the Investorlift
Service or this Agreement, the provisions of this Arbitration
Agreement as of the date you first accepted this Agreement (or
accepted any subsequent changes to this Agreement) remain in full
force and effect. Investorlift will continue to honor any valid opt
outs of the Arbitration Agreement that you made to a prior version
of this Agreement.
The Services may contain links to third-party websites,
applications, and advertisements for third parties (each and
collectively, “Third-Party Services”). When you click
on a link to a Third-Party Service, we will not warn you that you
have left the Services and are subject to the terms and conditions
(including privacy policies) of another website or destination.
Such Third-Party Services are not under the control of
Investorlift. Investorlift is not responsible for any Third-Party
Services. Investorlift provides these Third-Party Services only as
a convenience and does not review, approve, monitor, endorse,
warrant, or make any representations with respect to Third-Party
Services, or any product or service provided in connection
therewith. You share your information with third-Party Services and
use all links in Third-Party Services at your own risk. When you
leave our Website, this Agreement and our policies no longer
govern. You should review applicable terms and policies, including
privacy and data gathering practices, of any Third-Party Services,
and make whatever investigation you feel necessary or appropriate
before proceeding with any transaction with any third party.
Investorlift may receive a referral fee or other consideration in
connection with your use of any Third-Party Service.
The communications between you and Investorlift may take place via
electronic means, whether you visit the Services or send
Investorlift e-mails, or whether Investorlift posts notices on the
Services or communicates with you via e-mail. For contractual
purposes, you (a) consent to receive communications from
Investorlift in an electronic form; and (b) agree that all terms and
conditions, agreements, notices, disclosures, and other
communications that Investorlift provides to you electronically
satisfy any legal requirement that such communications would satisfy
if it were to be in writing. The foregoing does not affect your
statutory rights, including but not limited to the Electronic
Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et
seq. (“E-Sign”).
The Agreement, and your rights and obligations hereunder, may not be
assigned, subcontracted, delegated or otherwise transferred by you
without Investorlift’s prior written consent, and any attempted
assignment, subcontract, delegation, or transfer in violation of the
foregoing will be null and void.
Investorlift shall not be liable for any delay or failure to perform
resulting from causes outside its reasonable control, including, but
not limited to, acts of God, war, terrorism, riots, embargos, acts
of civil or military authorities, fire, floods, accidents, strikes
or shortages of transportation facilities, fuel, energy, labor or
materials.
If you have any questions, complaints or claims with respect to the
Services, please contact us at: support@investorlift.com.
YOU AND INVESTORLIFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF
OR RELATED TO THE AGREEMENT, THE SERVICES AND/OR THE CONTENT MUST
COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
To the extent the parties are permitted under this Agreement to
initiate litigation in a court, both you and Investorlift agree that
all claims and disputes arising out of or relating to the Agreement
will be litigated exclusively in the state or federal courts located
in the State of California.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND
INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA,
CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT
TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS
FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE
AGREEMENT.
It is the express wish of the parties that the Agreement and all
related documents have been drawn up in English.
Where Investorlift requires that you provide an e-mail address, you
are responsible for providing Investorlift with your most current
e-mail address. In the event that the last e-mail address you
provided to Investorlift is not valid, or for any reason is not
capable of delivering to you any notices required/ permitted by the
Agreement, Investorlift’s dispatch of the e-mail containing such
notice will nonetheless constitute effective notice. You may give
notice to Investorlift at the following address: 2325 East Camelback
Rd., Suite 400 PMB 1004 Phoenix, AZ 85016 United States. Such
notice shall be deemed given when received by Investorlift by letter
delivered by nationally recognized overnight delivery service or
first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Agreement on
one occasion will not be deemed a waiver of any other provision or
of such provision on any other occasion.
If any portion of this Agreement is held invalid or unenforceable,
that portion shall be construed in a manner to reflect, as nearly as
possible, the original intention of the parties, and the remaining
portions shall remain in full force and effect.
You may not use, export, import, or transfer any Services except as
authorized by U.S. law, the laws of the jurisdiction in which you
obtained such Services, and any other applicable laws. In
particular, but without limitation, the Services may not be exported
or re-exported
- into any United States embargoed countries, or
-
to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce’s Denied
Person’s List or Entity List.
By using the Services, you represent and warrant that (y) you are
not located in a country that is subject to a U.S. Government
embargo, or that has been designated by the U.S. Government as a
“terrorist supporting” country and (z) you are not listed on any
U.S. Government list of prohibited or restricted parties. You also
will not use any Services for any purpose prohibited by U.S. law,
including the development, design, manufacture or production of
missiles, nuclear, chemical or biological weapons. You acknowledge
and agree that products, services or technology provided by
Investorlift are subject to the export control laws and regulations
of the United States. You shall comply with these laws and
regulations and shall not, without prior U.S. government
authorization, export, re-export, or transfer Investorlift products,
services or technology, either directly or indirectly, to any
country in violation of such laws and regulations.
In accordance with California Civil Code §1789.3, you may report
complaints to the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs
by contacting them in writing at 1625 North Market Blvd., Suite N
112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
The Agreement is the final, complete and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and
merges all prior discussions between the parties with respect to
such subject matter.