Terms of Service Agreement

Last Updated: November 25, 2024

BY ACCESSING OR USING THE PLATFORM SERVICES, COMPLETING ANY TRANSACTION, OR ELECTRONICALLY ACCEPTING THESE TERMS OF SERVICE (THE "TERMS"), YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING OR ACCESSING THE PLATFORM SERVICES.

**THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER (SECTION 15). THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS REGARDING ANY DISPUTES WITH WE ACCELERATE. PLEASE REVIEW THESE SECTIONS WITH PARTICULAR CARE.**

These Terms govern your use of our digital payment platform, website(s), mobile applications, and any other services (collectively, the "Platform Services", "We Accelerate Services", or “Accelerate”) offered by We Accelerate, Inc. and its affiliated companies (collectively, "We Accelerate," “Accelerate,” "we," "us," or "our"). The Platform Services include data access to End User financial accounts, and electronic payment services through our own and third party application programming interfaces and related technical, business, and support services, each as may be modified or updated, enabling users to make payments to merchants, vendors, and other parties offering goods and/or services ("Merchant" or collectively, "Merchants") and utilizing We Accelerate to process such payments. Certain features of the services we provide rely on data, infrastructure, or functionality sourced from third-party vendors or service providers (collectively, “Platform Providers”)

These Terms constitute a legally binding agreement between you and We Accelerate, Inc. The terms "you" and "your" refer to any user of the Platform Services and any successor in interest to such user. Our Privacy Policy and Acceptable Use Policy, found at www.weaccelerate.com/privacy and www.weaccelerate.com/acceptable-use respectively, are incorporated by reference into these Terms.

1. User Profile

Profile Establishment

We Accelerate establishes a user profile ("User Profile") when you utilize our Platform Services to provide shipping, payment, or other information in connection with a transaction. The information you submit in connection with payment processing, as well as any other information provided by you or the Merchant with your authorization (collectively, "Profile Information"), becomes part of your User Profile and may be used for future transactions.

Profile Components

Your User Profile securely stores your shipping and delivery preferences, payment method information, transaction history, authentication credentials, and other account-related information necessary to facilitate efficient and secure transactions through the Platform Services.

Profile Security

The User Profile system is designed to provide a secure, expedited purchase experience while maintaining robust security protocols and compliance with applicable payment processing regulations. We implement industry-standard security measures to protect your Profile Information and facilitate safe transactions.

2. Communications

Service Communications

By using the Platform Services, you expressly consent to receive communications from We Accelerate through email, text messages, push notifications, phone calls, and in-app notifications. These Service Communications include, but are not limited to, authentication messages, security alerts, transaction confirmations and receipts, account notifications and updates, service-related announcements, fraud prevention verifications, and payment processing notifications.

Marketing Communications

You consent to receiving marketing communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us. Providing this authorization for marketing communications is not a condition of purchasing any property, goods or services. Standard message and data rates applied by your cell phone carrier may apply to these Marketing Texts.

Communication Methods and Charges

You acknowledge that message and data rates may apply to communications sent to your mobile device. You are solely responsible for any fees charged by your telecommunications provider. We may use automatic dialing systems or artificial/pre-recorded voices for calls and texts. Your consent to receive these communications is not required as a condition of purchasing any goods or services.

Opting Out

You may opt out of marketing communications at any time by:

• Following the unsubscribe instructions in any marketing email

• Replying "STOP" to any marketing text message

• Contacting support@weaccelerate.com

• Adjusting your communication preferences in your User Profile settings

You acknowledge that opting out of marketing communications does not affect essential Service Communications necessary for the operation of your User Profile and use of the Platform Services.

3. Privacy Protection

Privacy Policy

We take the privacy and security of our users' information extremely seriously. Our comprehensive Privacy Policy at www.weaccelerate.com/privacy details our practices regarding the collection, use, protection, and disclosure of your information. By accessing or using the Platform Services, you expressly acknowledge that your use is subject to our Privacy Policy.

Payment Information Security

We Accelerate ensures merchants do not have access to any sensitive payment information which is provided using network tokens.

4. Platform Usage Requirements and Eligibility

When you consent to We Accelerate’s access and use of the Platform Services, you represent and warrant that you: (1) are at least 18 years of age; (2) are a resident of the United States; (3) are not currently restricted from the Platform Services; (4) have the legal right to connect to and share data from the financial accounts with We Accelerate if required; (5) are requesting a product or service from We Accelerate on your own behalf; (6) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (7) will not violate applicable law or any rights ofWe Accelerate, its Vendors, or any third party.

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Age and Capacity Requirements

The Platform Services are not targeted toward, nor intended for use by, anyone under the age of 18. YOU MUST BE AT LEAST 18 YEARS OF AGE TO ACCESS AND USE THE PLATFORM SERVICES. By using the Platform Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms.

We comply with the Children's Online Privacy Protection Act ("COPPA"). We do not knowingly collect or solicit personally identifiable information from children under 13. If we discover we have received any information from a child under 13, we will delete that information immediately. If you believe we have any information from a child under 13, please contact us at support@weaccelerate.com.

Organizational Use

If you are using the Platform Services on behalf of an organization (each, an "Organization"), you represent and warrant that: a) You are an authorized representative of such Organization with the authority to bind such Organization to these Terms b) You agree to be bound by these Terms on behalf of such Organization c) Your Organization meets all eligibility requirements set forth in these Terms d) You accept sole responsibility for ensuring your Organization's compliance with these Terms

Account Security and Accuracy

You agree that you will: a) Provide accurate, current, and complete information when creating your User Profile b) Maintain and promptly update your Profile Information c) Maintain the security and confidentiality of your account credentials d) Notify We Accelerate immediately of any unauthorized access or security breach e) Accept responsibility for all activities that occur under your User Profile

Prohibited Activities

You acknowledge and agree that you will not do, cause, or attempt any of the following: (1) access accounts without legal authority or provide information you don't have the right to use; (2) provide a third-party’s PII, access accounts on a third-party’s behalf or use another person's information with intent to impersonate them; (3) modify, create derivative works of, or decipher, decompile, disassemble, or reverse engineer the Platform Services or services provided by Platform Providers; (4) circumvent We Accelerate or Platform Provider’s intended limitations for any feature of the Platform Services; (5) use the Platform Services in a way that could impair or overburden the Platform Services or interfere with the use of the Platform Services by others; (6) use the Platform Services for any prohibited purpose or transaction including but not limited to: (i) fraudulent, unlawful, harmful, deceptive, or abusive purposes; (ii) the sale or purchase of illegal goods; (iii) cannabis -related businesses; (iv) adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services; (v) firearm or ammunition sales; (vi) promotion of hate, violence, harassment, or abuse; (7) Attempt to obtain account information from other users; (8) Transfer your User Profile to anyone without our prior written consent; (9) Use the Platform Services for any illegal or unauthorized purpose, or; (10) Share your account credentials with any third party

5. Authentication

‍Before We Accelerate or its vendors can connect to and make available the data from your financial accounts, your identity and ownership or legal authority over the accounts must be authenticated. We or our vendors may ask you to provide personal identifiable information (“PII”) such as your name, phone number, date of birth, address, and/or your social security number. We may also ask you to answer questions or provide additional information, such as a copy of your photo ID (e.g. driver’s license or passport), to help us verify your identity.

‍You represent and warrant that all PII you submit to us or our vendors is true, accurate, current, and complete. You agree that you will promptly update your PII with us if any of it changes. It is your responsibility to keep your PII accurate and updated. We Accelerate and it’s vendors or partners are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely PII provided by you or your FI to us.

‍You authorize We Accelerate or its vendors and partners to verify your identity with our third-party verification service provider(s). Access to your financial accounts and use of the Platform Services may be refused if your identity and legal authority is not verified, or to the extent required or permitted by law. We Accelerate is not responsible for any disputes or claims related to a refusal to provide the We Accelerate Services for any reason. 

6. Consents

When you apply for or request a product or service from We Accelerate, you authorize We Accelerate, its vendors or partners to connect to certain financial accounts of yours and make that account data available for that purpose. The scope of your consent (things like what accounts are connected, what data is made available, how long can the connection last, etc.) is determined between you and We Accelerate. 

You further acknowledge and agree that: 

• We, our vendors or partners assisting to deliver the Platform Services may validate your identity and prevent fraud using your PII obtained from you, your FI, your wireless carrier, and our service provider(s). You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to us, our partners or service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud;

• We, our vendors or partners assisting to deliver the Platform Services may share your Personal Data with one or more consumer reporting agencies, and you consent to us obtaining a consumer report and information about you from them ("credit pull"). You understand the credit pull is a soft inquiry that will not impact your credit score. This information will be used in connection with verifying your identity and identifying and obtaining data on your liability/debt accounts such as account number, type, balance, interest rate, payoff information, late fees, payment history, etc. ("Account Data");

• You authorize and direct us, our vendors and partners assisting to deliver the Platform Services to use your Personal Data to act on your behalf to access, obtain, and transmit the Account Data from your financial institutions, lenders, creditors, and service providers, or any of their third parties, and you consent to Account Data being shared with We Accelerate. 

Your decision to use any product or service from We Accelerate is your own. By using our services, you acknowledge that the Platform Providers are not responsible for your relationship with We Accelerate, any acts or omissions, or the product(s) or service(s) we provide. The Platform Providers do not represent or endorse, and disclaim responsibility or liability for: (1) the reliability or performance of We Accelerate; (2) the safety, quality, accuracy, reliability, integrity or legality of our products or services; or (3) the truth or accuracy of the description of our products or services, or of any advice, opinion, offer, proposal, statement, data, or other information provided by us. 

7. Payment Processing

Transaction Authorization

By initiating a payment through the Platform Services, you explicitly authorize We Accelerate to coordinate the exchange of transaction information with the Merchant to complete your purchase. Any information provided during the payment process, along with relevant data shared by the Merchant with your permission (collectively, "Transaction Information"), may be securely stored to facilitate future transactions. For any recurring payment arrangements, you specifically authorize the continued use of your initial payment credentials for subsequent scheduled transactions.

Payment Security Protocol

For each transaction conducted through the Platform Services, you acknowledge and consent to our implementation of secure payment protocols, including the generation and transmission of secure payment tokens to the Merchant or its designated payment processor. This security measure enables authorized charges to be processed on your designated payment method.

Payment Processing Authorization

Through your use of the Platform Services, you explicitly authorize the Merchant to process charges in accordance with your transaction agreement, utilizing the payment information we provide. Upon transaction completion, you grant We Accelerate permission to transmit necessary fulfillment details, including shipping and payment information, to facilitate order processing with the Merchant.

Transaction Verification

When submitting payment information, you certify your authority to use the specified payment method. Each transaction requires approval from your financial institution, card issuer, or relevant payment network. Submission of a payment request does not guarantee acceptance, and We Accelerate maintains the discretion to decline, suspend, or terminate any transaction.

Enhanced Authentication

To verify payment method authorization, we may implement additional security measures, including requesting your mobile number for a One-Time Passcode ("OTP") verification. Providing your mobile number constitutes consent to receive authentication messages. Additional verification steps may be required to complete your transaction.

Your use of specific payment methods may be subject to supplementary terms governing payment networks, including but not limited to Visa, Mastercard, American Express, and Discover, as well as banking regulations. You agree to comply with these additional requirements while acknowledging your legal capacity to participate in such transactions. While these Terms govern your relationship with We Accelerate, they do not modify any agreements established with Merchants, except regarding our direct interaction with you.

8. Fraud Prevention

Security Verification

The Platform Services incorporate identity verification and transaction screening protocols to ensure security during purchases. These measures are designed to protect both you and participating Merchants from unauthorized transactions.

Data Protection and Verification

You authorize We Accelerate to utilize stored information and verification services to authenticate your identity and validate payment methods. This authorization extends to sharing relevant data with specialized third-party services to enhance fraud detection capabilities and strengthen our security infrastructure.

Account Security Requirements

You commit to maintaining accurate account information, promptly updating details as needed, and immediately reporting any suspected security incidents related to the Platform Services. You accept responsibility for any losses resulting from inaccurate information submission. We Accelerate retains the authority to restrict, suspend, or terminate account access if we cannot verify identity, detect security compromises, or identify suspicious account activity.

Transaction Security Measures

The Platform Services may decline transactions when potential fraud is detected, and Merchants may exercise similar precautions. Should fraud be identified after transaction completion, the charge may be reversed and refunded to the original payment method.

We will notify you via your registered email address if our security protocols or Merchant safety measures result in transaction denial.

9. Merchant Relationship and Transactions

Transaction Framework

Your purchase of goods and/or services through the Platform Services constitutes a direct transaction between you and the Merchant. These transactions are governed by the Merchant's terms and conditions, any specific purchase agreements, the Merchant's policies, and any additional terms presented during the checkout process. You acknowledge and agree that you must review and accept any applicable Merchant terms prior to completing your transaction.

Merchant Responsibilities

The Merchant bears sole responsibility for all aspects of the goods and services provided, including but not limited to the quality and availability of products, fulfillment of shipping and delivery obligations, provision and administration of product warranties and guarantees, implementation and execution of return and refund policies, and the provision of customer service and support. The Merchant is furthermore responsible for ensuring compliance with all applicable laws and regulations governing the sale and delivery of their goods and services.

Limitation of We Accelerate's Role

We Accelerate expressly disclaims any responsibility or liability for the quality, usability, or fitness for purpose of any goods or services provided by Merchants through the Platform Services. We do not verify or endorse the accuracy of Merchant product descriptions or representations, nor do we guarantee or warrant any Merchant's business practices or policies. We Accelerate functions solely as a payment processing platform and does not assume any responsibility for the fulfillment of Merchant obligations or the resolution of disputes between users and Merchants.

Dispute Resolution

In the event of any dispute regarding products or services purchased through the Platform Services, you must contact the Merchant directly to resolve issues concerning product or service quality, shipping or delivery matters, returns or exchanges, refunds or billing adjustments, or warranty claims. We Accelerate does not mediate or resolve such disputes between users and Merchants.

In cases where you have dispute rights through your credit card issuer, any such disputes must be initiated directly with your card issuer and will be governed by the applicable card network rules. Such disputes constitute a matter between you and your card issuer, and We Accelerate shall not be a party to such proceedings. We Accelerate will, however, comply with all lawful directives received from card issuers or payment networks regarding disputed transactions.

10. Intellectual Property Rights

Ownership

The Platform Services, including without limitation all content, features, functionality, interfaces, software, code, data, text, displays, graphics, design, compilation, underlying technology, and all other elements of the Platform Services (collectively, the "Proprietary Information"), are owned exclusively by We Accelerate and its licensors. The Proprietary Information is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Nothing in these Terms shall be construed as conferring any license or right under any intellectual property right, whether by estoppel, implication, or otherwise.

License Grant

Subject to your compliance with these Terms, We Accelerate grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform Services solely for your personal, non-commercial purposes in accordance with these Terms. This license is personal to you and may not be assigned, transferred, or sublicensed to any other person or entity. We Accelerate may terminate this license at any time for any reason or no reason.

Restrictions on Use

You shall not, and shall not permit any third party to, modify, adapt, translate, create derivative works from, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or underlying ideas or algorithms of any part of the Platform Services. You may not remove any copyright, trademark, or other proprietary notices from any portion of the Proprietary Information or copy, reproduce, redistribute, transmit, display, publish, broadcast, or otherwise exploit the Proprietary Information for any commercial purpose whatsoever.

11. Account Termination

Termination by User

You may terminate your User Profile at any time by contacting We Accelerate at support@weaccelerate.com. Upon receipt of your termination request, We Accelerate will process your account closure subject to the completion of any pending transactions and the fulfillment of any outstanding obligations. Your termination of these Terms will not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination.

Termination by We Accelerate

We Accelerate reserves the right, in its sole discretion, to terminate or suspend your access to all or any part of the Platform Services at any time, with or without notice, effective immediately, for any reason whatsoever, including but not limited to: (i) violations of these Terms or any other applicable agreement or policy, (ii) requests by law enforcement or other government agencies, (iii) discontinuance or material modification of the Platform Services, (iv) unexpected technical or security issues or problems, (v) extended periods of inactivity, (vi) fraudulent or illegal activities, and (vii) nonpayment of any fees owed by you to We Accelerate.

Right to Restrict or Terminate Access by Platform Providers

Platform Providers may deny or restrict access to services required to utilize the Platform Services without notice and in their reasonable discretion if they determine we have violated our agreement with them, or if you have violated these Terms or otherwise engaged in any conduct or activities that they, in their sole and reasonable discretion, believe violates the letter or spirit of any of these Terms, any applicable laws, or the rights of third-parties. Platform Providers disclaim any liability for such denial or restriction.

Effect of Termination

Upon termination of your User Profile for any reason: (i) your license to use the Platform Services shall immediately cease; (ii) you must discontinue all use of the Proprietary Information; (iii) We Accelerate will process any pending transactions in accordance with these Terms; and (iv) We Accelerate will maintain your information in accordance with our Privacy Policy and applicable laws and regulations. Termination of your User Profile shall not relieve you of any obligations that accrued prior to such termination or limit any liability that you otherwise may have to We Accelerate or any third party.

12. Modifications to Platform Services and Terms

Platform Services Modifications

We Accelerate maintains the right, in its sole discretion, to modify, discontinue, or terminate any portion of the Platform Services at any time without notice. We may add or remove functionalities, features, or requirements, and we may suspend or stop providing the Platform Services altogether. We may also modify or revise the Platform Services to reflect changes in technology, applicable law, or our business operations. You agree that We Accelerate shall not be liable to you or any third party for any modification, suspension, or discontinuance of any portion of the Platform Services.

Terms Modifications

We Accelerate reserves the right to modify these Terms at any time in our sole discretion without prior notice to you other than identifying a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the website page hosting these Terms. We encourage you to look for a new effective date on these Terms when you visit or use the Platform Services. It is your responsibility to check these Terms periodically for changes. If we make material changes to these Terms, we will notify you through reasonable means, which may include notification through the Platform Services or sending notice to the email address associated with your User Profile. Your continued use of the Platform Services following such notification constitutes your acceptance of the modified Terms. If you do not agree to any modified terms, you must immediately cease using the Platform Services and terminate your User Profile.

13. Warranty Disclaimer

General Disclaimer

THE PLATFORM SERVICES AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS, AND SERVICES PROVIDED THROUGH THE PLATFORM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ACCELERATE AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Specific Disclaimers

Without limiting the generality of the foregoing, We Accelerate and its affiliates make no warranty that: (i) the Platform Services will meet your requirements or expectations; (ii) the Platform Services will be uninterrupted, timely, secure, or error-free; (iii) any information or results obtained through the Platform Services will be accurate, reliable, or complete; (iv) any errors in the Platform Services will be corrected; or (v) the Platform Services or any server through which you access the Platform Services are free of viruses or other harmful components.

Service Interruptions

You acknowledge and agree that the operation of the Platform Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors, and We Accelerate shall not be responsible to you or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform Services.

14. Limitation of Liability

Monetary Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE ACCELERATE, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF WE ACCELERATE AND ITS AFFILIATES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SERVICES EXCEED THE LESSER OF (A) THE AMOUNT PAID BY YOU TO WE ACCELERATE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

Basis of the Bargain

The limitations of liability set forth in this Section 12 are fundamental elements of the basis of the bargain between We Accelerate and you. The Platform Services would not be provided without such limitations, and you agree that the limitations and exclusions of liability, disclaimers, and exclusive remedies specified herein will survive even if found to have failed in their essential purpose.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that We Accelerate may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of We Accelerate's liability shall be the minimum permitted under such applicable law.

15. Indemnification

Indemnification Obligation

You agree to defend, indemnify, and hold harmless We Accelerate, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Platform Services; (ii) your violation of these Terms or any agreement incorporated by reference; (iii) your violation of any applicable law, rule, or regulation; (iv) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; (v) any dispute or issue between you and any Merchant; (vi) any misrepresentation made by you; or (vii) your violation of any agreements or policies with any payment network, financial institution, or payment processor.

Cooperation

In the event of any such claim, suit, or action ("Claim"), We Accelerate will: (i) provide notice of the Claim to the contact information we have for your User Profile (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations); and (ii) reasonably cooperate with you, at your expense, in defending such Claim. You may not settle any Claim without We Accelerate's prior written consent if such settlement would require We Accelerate to take any action, refrain from taking any action, or admit any liability.

16. Arbitration Agreement

Agreement to Arbitrate

You and We Accelerate agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Platform Services (collectively, "Disputes") shall be resolved solely and exclusively by binding arbitration, rather than in court, except that either party may assert claims in small claims court if such claims qualify. The Federal Arbitration Act and federal arbitration law govern this agreement to arbitrate. This arbitration provision shall survive any termination of these Terms or your use of the Platform Services.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND WE ACCELERATE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE ACCELERATE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER PLATFORM SERVICES USERS.

Arbitration Procedures

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules") then in effect, except as modified by this Section 15. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and provide a copy to the other party.

Arbitration Location and Procedure

Unless you and We Accelerate otherwise agree, the arbitration will be conducted in New York County, New York. If the value of relief sought is $10,000 or less, either you or We Accelerate may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of Section 12 "Limitation of Liability" as to the types and amounts of damages for which a party may be held liable.

Arbitration Fees

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. If you initiate arbitration for a Dispute of $15,000 or less, We Accelerate will reimburse you for your filing fee and pay any administration and arbitrator fees charged by AAA. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules, and you agree to reimburse We Accelerate for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.

30-Day Right to Opt Out

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: legal@weaccelerate.com or We Accelerate, Inc., ATTN: Legal Department, 124 West 16th Street, New York, NY 10011, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name, address, email address associated with your User Profile, 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 these Terms 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 into in the future, with us.

Confidentiality

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This Section 15.8 does not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, 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 We Accelerate.

17. General Provisions

Governing Law

These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction.

Venue for Legal Disputes

Subject to Section 15 (Arbitration Agreement), any legal suit, action, or proceeding arising out of or related to these Terms or the Platform Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in New York County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Force Majeure

We Accelerate shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond our reasonable control.

Assignment

You may not assign, transfer, or delegate any rights or obligations under these Terms without We Accelerate's prior written consent. We Accelerate may freely assign, transfer, or delegate any of its rights and obligations under these Terms, including but not limited to, assigning these Terms in connection with a merger, acquisition, reorganization, sale of assets, by operation of law, or otherwise.

No Waiver

No waiver by We Accelerate of any term or condition set out in these Terms 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 We Accelerate to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Severability

If any provision of these Terms is held by a 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 necessary so that the remaining provisions of the Terms will continue in full force and effect.

Notice to California Residents

Pursuant to California Civil Code Section 1789.3, California users of the Platform Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Entire Agreement

These Terms, together with any documents expressly referred to herein, constitute the sole and entire agreement between you and We Accelerate regarding the Platform Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform Services.

Contact Information

All feedback, comments, requests for technical support, and other communications relating to the Platform Services should be directed to:

We Accelerate, Inc. 124 West 16th Street, New York, NY 10011 Email: support@weaccelerate.com

Electronic Communications

The communications between you and We Accelerate use electronic means. For contractual purposes, you consent to receive communications from We Accelerate in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that We Accelerate provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

END OF TERMS OF SERVICE

Last Updated: November 25, 2024