FINANLI INC.
TERMS OF SERVICE
 
Last Updated April 25, 2023

         

These Terms of Use and any terms expressly incorporated herein (these “Terms”) apply to any access to, or use of, any services made available by Finanli, Inc., a Delaware public benefit corporation, together with its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, “Finanli”, “we”, “us” or “our”), including without limitation, our website and any of our related websites, services, and applications that link to these Terms (collectively, the “Services”). The Services are intended for U.S. residents only. For the purposes of these Terms, the terms “you”, “your”, and “yourself” means you as the user of the Services.

 

          The Terms form a legally binding agreement between you and us. By using OR ACCESSING the Services, you are CONFIRMING THAT YOU CAN FORM A LEGALLY BINDING CONTRACT WITH Finanli, AND YOU ARE agreeing to COMPLY WITH these Terms. You understand and agree that we will treat your access or use of the Services as acceptance of theSE Terms from that point onwards. If you do not agree with these terms, please do not access or use the Services.

 

          Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on the Services, or where the Services are made available, and are incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

 

          Supplemental terms may apply to certain options or offers available through the Services, such as policies for a particular activity or promotion. Such supplemental terms will be disclosed to you in connection with the applicable activity or promotion. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable option or offer. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable option or offer.

 

We retain the exclusive right, in our sole discretion, to make changes to these Terms, from time to time. Your continued access to and use of the Services constitutes your agreement to be bound by, and your acceptance of, the Terms posted at such time. You acknowledge and agree that you accept these Terms (and any amendments thereto) each time access or use the Services. Therefore, we encourage you to review these Terms regularly.

 

          ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND FINANLI AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND FINANLI WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

1.        Your Account.

 

1.1      Access to the Services. To access and use the Services, you must register and establish an account (an “Account”). To register for an Account, you must: (a) be at least thirteen (13) years of age or older; (b) complete the Account registration form, providing true, accurate, current and complete information in the form requested by us (collectively, the “Registration Data”); and (c) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, stale or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Services.

 

1.2      Account Responsibility. You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party’s unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability – accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Unauthorized use of another’s Account or password is strictly prohibited.

 

1.3      Disabling Accounts. We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

 

 1.4      Account Deletion. If you no longer want to use our Services and would like your Account to be deleted, please contact us via email at hello@finanli.com and we will provide you with further assistance and guide you through the process. Once you choose to delete your Account, you will not be able to reactivate your Account or retrieve any of the content or information you have added, unless permitted by law.

 

2.        Intellectual Property Rights.

 

2.1      Rights We Grant You.

 

          (a)       The Services contain material that is derived in whole or in part from material owned by Finanli as well as third parties. We expressly and exclusively reserve for ourself (and our licensors) any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services. The look and feel of the Services, including but not limited to any custom graphics, button icons, and scripts are also our property, and you may not copy, imitate, or use them, in whole or in part, without our prior written consent. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof).

 

          (b)       You acknowledge and agree that any of our names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services are owned by us, unless otherwise noted, and may not be copied, imitated, or used (in whole or in part) without our prior written consent. All other trademarks, names, or logos referenced on the website or the Services as “Third-Party Trademarks” are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.

 

          (c)       You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Finanli or our Services (collectively, “Feedback”). By submitting Feedback to us, you hereby grant us a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into our products or services, create derivative works from, or otherwise exploit any such Feedback without any compensation to you.

 

2.2      Rights You Grant Us. Parts of the Services may allow you to post, submit, email, message, upload, or otherwise make available any messages, text, images, or other materials on or through the Services (“User Content”). When you do that, you retain whatever ownership rights in that User Content you had to begin with. For all User Content, you grant us a worldwide, royalty-free, sublicensable, and transferable license to (a) to use, reproduce, modify, adapt, and publish that User Content for the purpose of providing the Services; and (b) to create aggregations and summaries of the User Content or portions thereof and to use, disclose, and distribute such aggregations publicly to any third-party in support of our business (both during the period that these Terms are in effect, and thereafter), provided that such aggregations and summaries do not directly or indirectly identify the you or your User Content. This license includes a right for us to make your content available to, and pass these rights along to, service providers with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services. We do not need any further approval for our use of your User Content.

 

3.        Use Limitations. You may not do, attempt to do, enable, or encourage anyone else to do, any of the following:

 

(i)                 use branding, logos, icons, user interface elements, designs, photographs, videos, or any other materials we make available via the Services, except as explicitly allowed by these Terms or other brand guidelines published by us or our affiliates;

 

(ii)               violate or infringe our or our affiliates’ copyrights, trademarks, or other intellectual property rights;

 

(iii)             copy, modify, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services or the content on the Services, other than temporary files that are automatically cached by your web browser for display purposes, as otherwise expressly permitted in these Terms, as otherwise expressly permitted by us in writing, or as enabled by the Service’s intended functionality;

 

(iv)              create more than one account for yourself, create another account if we have already disabled your account, attempt to access the Services through unauthorized third-party applications, solicit login credentials from other users, or buy, sell, rent, or lease access to your Account;

 

(v)               reverse engineer, duplicate, decompile, disassemble, or decode the Services (including any underlying idea or algorithm), or otherwise extract the source code of the software of the Services;

 

(vi)              use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other users’ information;

 

(vii)            use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent;

 

(viii)          use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services;

 

(ix)              upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;

 

(x)               attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access;

 

(xi)              probe, scan, or test the vulnerability of our Services or any system or network;

 

(xii)            violate any applicable law or regulation in connection with your access to or use of the Services; or

 

(xiii)          access or use the Services in any way not expressly permitted by these Terms.

 

4.      Monitoring. We may, but have no obligation to, monitor the use by you and other users of the Services. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of these Terms.

 

5.        Account Termination.

 

          5.1      Closure of Your Account by You. You may close your Account by providing us with written notice of your intent to do so at hello@finanli.com. Upon our confirmation to you of the closure of your Account, you will have no further rights to access or use the Services.

 

          5.2      Termination of Your Account by Us. We may terminate your Account and/or access to the Services at any time for any reason (or no reason) in our sole and absolute discretion. Reasons for termination may include, but are not limited to, (a) violation of the Terms or of any terms and conditions or policies applicable to the Services or any of our other websites or service or those of our affiliates or partners; (b) abuse of the Services resources or attempt to gain unauthorized entry to the Services or its resources; (c) use of the Services in a manner inconsistent with its intended purpose as a user hereunder; or (d) as required by law, regulation, court or governing agency order. The termination of your access to the Services may be effective immediately. We shall not be liable to you or any other third-party for termination of your Account.

 

          5.3      Survival Upon Termination. Upon the closure of your Account by you or termination of the same by us, you continue to be bound by those of these Terms that survive termination, either expressly or by virtue of reasonable construction of their nature.

 

6.        Copyright Policy.

 

6.1      Copyright Complaints.

 

          (a)       If you believe that your work has been reproduced in the Services in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you may submit a notification to our copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”). We will process, investigate, and respond expeditiously to notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement

 

          (b)       If you file a notice with our Copyright Agent, the notice should be filed with our Copyright Agent: Finanli Inc. Attn: Copyright Agent 17853 Santiago Boulevard, Suite 107-195, Villa Park, CA 92861 email: hello@finanli.com

 

          (c)       A notice claiming copyright infringement must comply with the requirements set forth at 17 U.S.C. § 512(c)(3) (or any successor statute thereto). That means that such notice must:

 

(i)        Contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;

 

(ii)       Identify the copyrighted work claimed to have been infringed;

 

(iii)      Identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;

 

(iv)      Provide your contact information, including your name, address, telephone number, and an email address;

 

(v)       Provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

 

(vi)      Provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

 

          6.2      Counter-Notice.

 

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

 

(i)        Your physical or electronic signature;

 

(ii)       Identification of the content that has been removed, or to which access has been disabled, and the location at which the content appeared before it was removed or disabled;

 

(iii)      A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

 

(iv)      Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located in Atlanta, California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

 

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

 

          6.3      Acknowledgement. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.

 

          6.4      Repeat Infringer Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

          6.5      Other Intellectual Property Claims. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by noting this in your written notice.

 

7.        Security. While we work to protect the security of your Account, we cannot guarantee that unauthorized third parties will be able to defeat the security measures of the Services. Therefore, you expressly agree to use best efforts and practices to keep your Account and password secure. You agree to notify us immediately of any compromise or unauthorized use of your Account.

 

8.        Privacy Policy. Please refer to our Privacy Policy, as updated from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

 

9.        Third-Party Services.

 

          (a)       Our Services include our opinions, content, and advice regarding third-party websites, services, and content. You agree that any opinions, advice, and content are provided for information, education, and entertainment purposes only, and does not constitute legal, financial, tax planning, or other advice from us. We strive to keep our information accurate and up to date; however, our information, and content may be different than what you see when you visit a third party’s website. You agree that we are not liable for any advice provided by third-parties. You agree that you are responsible for your own financial research and financial decisions, and that we are not responsible or liable for any decisions or actions you take or authorize third parties to take on your behalf based on information you receive as a user of Finanli.

 

          (b)       The Services may contain links to third-party websites and services. We provide such links as a convenience and do not control or endorse these websites and services. You acknowledge and agree that we have not reviewed the content, advertising, products, services, or other materials that appear on such third-party websites or services, and is not responsible for the legality, accuracy, or appropriateness of any such content, and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such third-party websites or services.

 

          (c)       These third-party websites and services may request that you provide certain information such as credit card numbers, bank account numbers, and other sensitive financial information, to use such third-party websites and services. You agree that your decision to make available any sensitive or confidential information is your sole responsibility and at your sole risk. We have no control and make no representations as to the use or disclosure of information provided to third parties. You agree that these third-party services are not under our control, and that we are not responsible for any third-party’s use of your information.

 

10.Indemnity. Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (the “Finanli Entities”) harmless from any claim or demand, including costs and attorneys’ fees, made by any third-party due to or arising out of (a) your access to or use of the Services, or any products or services provided by a third-party in connection with the Services, even if recommended, made available, or approved by the Finanli Entities; (b) your User Content, including infringement claims related to your User Content; (c) your breach of these Terms or any applicable law or regulation; or (d) your negligence or willful misconduct. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

 

11.      Disclaimer of Warranties.

 

          (a)       The Services are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Although we seek to maintain safe, secure, accurate, and well-functioning services, we cannot guarantee the continuous operation of or access to our Services, and there may at times be inadvertent technical or factual errors or inaccuracies.

 

Use of the service is at your own risk. The service is provided without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Without limiting the foregoing, we or our affiliates do not warrant that the content on the service is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data. Including user content that results from such download or your use of the service.

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through our service or any hyperlinked website or service, or featured in any banner or other advertising, and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

          (b)       We specifically (but without limitation) disclaim (i) any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course-of-dealing, usage, or trade. You assume all risk for any/all damages that may result from your use of or access to the Services. We are not responsible for the loss of, damage to, or unavailability of any information you have made available through the Services, and you are solely responsible for ensuring that you have backup copies of any information you have made available through the Services.

 

          (c)       We do not guarantee the accuracy of, and disclaim all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the Services. The information provided through the Services is provided solely for informational, educational, or entertainment purposes. We make no representations, warranties, or guarantees, express or implied, regarding the results or savings that may be obtained through the use of the Services. Before making any financial decisions or implementing any financial strategy, including recommendations of third parties identified through the Services, we recommend that you obtain additional information and advice of accountants or other financial advisors who are fully aware of your individual circumstances.

 

          (d)       We make no representations, warranties, or guarantees, express or implied, regarding any third-party service or advice provided by a third-party, or any quotes or offers provided or stated through the Services. All opinions about any third-party services are our own. We act solely as an information provider and expressly disclaims any and all liability for any content, products, or services provided by such service providers.

 

12.      Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FINANLI ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE $100 USD.

 

13.      Arbitration, Class-Action Waiver, and Jury Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with us as follows:

 

13.1    Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach to us at hello@finanli.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

 

13.2    Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms’ or the Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration, as described below.

 

(a)       Where the relief sought is ten thousand dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

 

(b)       Where the relief sought is $10,001, or more, resolution shall be in accordance with the JAMS Streamlined Arbitration Procedure Rules, before a single arbitrator, for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures, before three arbitrators, for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 5 Park Plaza Ste 400, Irvine, CA 92614; and (c) send one copy of the Demand for Arbitration to us at 17853 Santiago Boulevard, Suite 107-195, Villa Park, CA 92861 ATTN: Legal. You will be required to pay $250.00 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

 

(c)       The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of agreement under these Terms or the Privacy Policy, including, but not limited to, any claim that all or any part of these Terms or the Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

 

(d)       The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

 

(e)       The venue for arbitration shall be Orange, California. The parties further agree to submit to the personal jurisdiction of any federal or state court in Orange County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

 

13.3    Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

 

13.4      Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in State or federal court or in the U.S. Patent and Trademark Office to protect our Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

 

13.5      30-Day Right to Opt-Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending a written notice of your decision to opt-out to hello@finanli.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.

 

13.6      Arbitration Agreement Survival. This arbitration agreement shall survive the termination of your relationship with us.

 

14.      Contact Us. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: hello@finanli.com.

 

15.      Miscellaneous.

 

15.1      Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, shall be governed by and construed and enforced in accordance with the laws of State of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the federal and state courts located in Orange, California will have exclusive jurisdiction. You waive any objection to venue in any such courts.

 

15.2    No Conflicts. These Terms shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void. 

 

15.3      Assignment. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate, or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and our obligations hereunder at any time, in our sole discretion.

 

15.4    Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms shall be unimpaired and these Terms shall continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable would substantially impair the benefits of the remaining provisions hereof.

 

15.5      Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy, or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving party.

 

15.6      Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic, pandemic, or other public health emergency; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

 

15.7    No Third-Party Beneficiaries. These Terms are personal to you and to us, and no third-party shall be considered a beneficiary hereof, for any purpose.

 

15.8    No Agency or Employment. No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by these Terms.

 

15.9    Equitable Relief. You acknowledge and agree that your breach of these Terms would cause irreparable harm to us, for which money damages alone may not be adequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek and shall be entitled to injunctive relief hereunder to prevent the actual, threatened, or continued breach of these Terms.

 

15.10      Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

 

15.11      Notices. Any notice that is required or permitted hereunder shall be deemed given only if delivered personally or by registered or certified U.S. mail, return receipt requested and postage prepaid, or by a nationally recognized overnight delivery service at: 

Finanli, Inc

17853 Santiago Boulevard 

Suite 107-195

Villa Park, CA 92861