Bankuity Website Terms of Use

1. Acceptance of the Terms of Use
   • These terms of use are entered into by and between you (as a visitor to or user of our Website, or the entity you represent) and Bankuity AI (“Bankuity,” “Company,” “our,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of our website www.bankuity.com and any website content, features or functions (the “Website”), whether as a guest or a registered user. Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use. These Terms of Use commence on the date when you accept them by accessing or using the Website and remain in full force and effect unless terminated earlier in accordance with these Terms of Use. 
   • Any software that is made available to download by or through this website (“Software”) is the copyrighted work of Bankuity and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.
   • PLEASE BE AWARE THAT THESE TERMS OF USE CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF USE.  IN PARTICULAR, THESE TERMS OF USE CONTAIN AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
   • Please read the Terms of Use carefully before you start to use our Website. By accessing or using the Website, you accept and agree (on behalf of yourself or the entity that you represent) to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.bankuity.com/privacy-policy, which is incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. 
   • By accessing or using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you are using this website on behalf of your employer, you represent that you are authorized to accept these Terms of Use on your employer’s behalf. If you do not meet all of these requirements, you must not access or use the Website. 

2. Changes to Terms of Use.
   • We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Section 21 will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.
   • Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

3. Accessing the Website and Account Security.
   • We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
   • You are responsible for both:
     • Making all arrangements necessary for you to have access to the Website.
     • Ensuring that all persons who access the Website are aware of these Terms of Use and comply with them.
   • To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy at https://www.bankuity.com/privacy-policy , and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
   • If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
   • We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. Intellectual Property Rights.
   • The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) and all associated intellectual property rights are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
   • Subject to these Terms of Use, the Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, noncommercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
     • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
     • You may store files that are automatically cached by your Web browser for display enhancement purposes.
     • You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
     • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
     • If we provide social media features with certain content, you may take such actions as are enabled by such features.
   • You must not:
     • License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website.
     • Modify copies of any materials from this site.
     • Use any illustrations, photographs, images, video or audio sequences, or any graphics separately from the accompanying text.
     • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
   • You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
   • If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5. Prohibited Uses.
   • You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
     • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
     • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
     • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in Section 10 of these Terms of Use.
     • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
     • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
     • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
   • Additionally, you agree not to:
     • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
     • Use any robot, spider, scripts, service, software or any manual or automatic device, tool, or process designed to data mine or scrape the content, data, materials or information from the Website, or otherwise use, access, or collect the content, data, materials, or information from the Website using automated means.
     • Use the content, data, materials, or information on the Website for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system.
     • Use any automatic or manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
     • Use any device, software, or routine that interferes with the proper working of the Website.
     • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
     • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
     • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
     • Otherwise attempt to interfere with the proper working of the Website.

6. Use of Software. The Software is made available for downloading solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent permitted under law and equity.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, BANKUITY AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE AND ANY RELATED SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Any Software which is downloaded from this website for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Bankuity AI, [300 Main Street, Suite 21 Madison, NJ 07940].

7. License to Your Data; User Contributions; Feedback.
   • If you provide any information or data to the Website unrelated to the Licensing agreement or other agreement (“Your Data”), you grant the Company a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes of operating the Website or performing functions offered through the Website (such as responding to inquiries). Any information or data you provide to the Company unrelated to the Website will be governed by your Licensing Agreement or other agreement as applicable. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Website and related systems and technologies (including, without limitation, data derived from Your Data and from other services or products you use), and the Company will be free to (i) use such information and data to improve and enhance the Website, other services and products and for other development, diagnostic and corrective purposes in connection with the Website and other the Company offerings, and (ii) disclose such data solely in aggregate or other de-identified or anonymized form (such that you shall not in any way, directly or indirectly, be identifiable as the source of such data) in connection with its business, such as by publishing a report on trends in the usage of the Website. No rights or licenses are granted except as expressly set forth herein.  You agree that you, not the Company, are responsible for the content and correctness of all of Your Data that you provide or make available on or in the Website.
   • The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.
   • All User Contributions must comply with the Content Standards set out in Section 10 of these Terms of Use.
   • Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
   • You represent and warrant that:
     • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
     • All of your User Contributions do and will comply with these Terms of Use.
   • You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
   • We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
   • You agree that submission of any ideas, concepts, recommendations, suggestions, criticisms, documents, and/or proposals you provide to the Company through its suggestion, feedback, wiki, chat sessions, forum or similar pages, by email, or through any other means (“Feedback”) is at your own risk and that all Feedback shall be solely and exclusively owned by the Company, without any obligation by the Company to compensate you, and you agree to execute any and all documents necessary to perfect the Company’s ownership of the intellectual property rights in such Feedback (at the Company’s expense). The Company owns all rights, title and interest in and to such Feedback without restriction and without payment or accounting to you. With respect to any Feedback, you may not use any such Feedback for any purpose absent the express written permission of the Company, which it may withhold in its absolute discretion. You represent and warrant that you have all rights necessary to submit or provide the Feedback as contemplated herein.
8. Monitoring and Enforcement; Termination

1. We have the right to:
   • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
   • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards in Section 10, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
   • 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 law enforcement, for any illegal or unauthorized use of the Website.
   • With or without notice to you, terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
2. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
3. However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
4. Right to Terminate Access. Bankuity may terminate a user’s access to the Website at any time for any reason. Your failure to comply with the terms, conditions, and notices on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. The provisions regarding disclaimer of warranty, accuracy of information, and indemnification shall survive such termination. Bankuity may monitor access to the website. 

10. Content Standards. 
11. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
    • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
    • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
    • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
    • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy at https://www.bankuity.com/privacy-policy.
    • Be likely to deceive any person.
    • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
    • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
    • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
    • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
12. Notice under the Digital Millenium Copyright Act. Pursuant to 17 U.S.C. Section 512(c)(2), please direct all notifications of claimed copyright infringement to:

Legal Department
Bankuity AI
300 Main Street, Suite 21 Madison, NJ 07940
Email: Copyright.Agent@bankuity.com

To be effective, your notification must comply with the provisions of 17 U.S.C. Section 512(c)(3). We may give you notice that we have removed or disabled access to certain materials by means of an electronic mail to a user’s email address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent address above in compliance with the requirements of 17 U.S.C. Section 512(g)(3).

12. Reliance on Information Posted.
    • The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
    • This Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

13. Changes to the Website. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Website.

14. Privacy Policy. All information we collect on this Website is subject to our Privacy Policy located at https://www.bankuity.com/privacy-policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

15. Third Party Content. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decided to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

16. Geographic Restrictions. The owner of the Website is based in the State of NJ in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. 

17. Disclaimer of Warranties.
    • You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. 
    • YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
    • TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
    • THE INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS PUBLISHED ON THIS WEBSITE COULD INCLUDE TECHNICAL INACCURACIES, OR ERRORS, AND BANKUITY IS NOT RESPONSIBLE FOR OMISSIONS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. BANKUITY AND/OR ITS RESPECTIVE SUPPLIERS MAY, BUT ARE NOT OBLIGATED TO, MAKE IMPROVEMENTS AND/OR CHANGES IN THE INFORMATION, SERVICE(S), PRODUCT(S), AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
    • THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

18. Limitation on Liability
    • TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE CONTENT AND SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.
    • THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an “Action”) against Bankuity and/or each of its affiliates, directors, officers, agents, employees, or licensees (collectively, the “Indemnitee”) to the fullest extent permitted by law arising out of or in connection with: (1) an assertion that the information, content, or other materials or services provided or made available by you, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach by you of your obligations under these Terms of Use; (3) your use of this website, including the information, content, services, and/or products provided therein; and/or (4) any content provided by you in a Forum. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities, and attorneys’ fees incurred in defending and/or resolving such Action. The foregoing indemnities shall survive expiration or termination of these Terms of Use.

20. Governing Law. These Terms of Use shall be governed and constructed in accordance with the laws of the State of NJ without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be an appropriate state court in 300 Main Street, Suite 21 Madison, NJ 07940
21. , or appropriate federal court located at 300 Main Street, Suite 21 Madison, NJ 07940. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

22. Dispute Resolution. Please read the following arbitration agreement (“Arbitration Agreement”) in this section carefully. It requires you to arbitrate disputes with Bankuity and limits the manner in which you can seek relief from us.
    • Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, will be resolved by binding arbitration, rather than in court, except that you may assert claims or seek relief in small claims court if your claims qualify.
    • Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent in Delaware. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Bankuity will pay them for you. You may choose to have the arbitration conducted by telephone, based on written submissions, or in the State of [STATE], United States. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    • Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Bankuity.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Use (including the Arbitration Agreement). 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 arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. 
    • Waiver of Jury Trial. YOU AND BANKUITY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Bankuity are instead electing that all disputes, claims, or requests for relief relating in any way to your access or use of the Website shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    • Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of NJ.  All other disputes, claims, or requests for relief shall be arbitrated.  
    • Severability. Except as provided herein, 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.
    • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Bankuity.
    • Modification. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if Bankuity makes any material change to this Arbitration Agreement, you may reject that change within 90 days of such change becoming published on the Website by writing Bankuity at info@bankuity.com. 

23. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

24. Unsolicited Ideas. BANKUITY, INCLUDING ITS EMPLOYEES, DOES NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS, OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN BANKUITY’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO BANKUITY. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, BANKUITY MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.

25. Notices. Notices to Bankuity under this Agreement shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Bankuity AI, Attention: Legal Department, [ADDRESS].

26. Waiver and Severability of Terms. 
    • No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
    • If any provision of these Terms of Use is held by an arbitrator, court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

27. Entire Agreement. These Terms of Use and our Privacy Policy contain the entire agreement between you and Bankuity with respect to this website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Bankuity with respect to this website. You hereby acknowledge that you shall have no power or authority to assume or create any obligation or responsibility on behalf of Bankuity. 

If you have any questions about this legal notice, the practices of this site, or your dealings with us, contact us at info@bankuity.com.