CardBlanc, Inc. (doing business as Napkin Finance) (“Napkin Finance,” “we,” “us,” or “our“), operates the web site located at https://napkinfinance.com (the “Website“) and related mobile applications and online services, and any other products and services that we may provide now or in the future (collectively, the “Services“). These Terms of Service are a legal contract between you (“you” and “your“) and Napkin Finance regarding your use of the Services. Visitors and users of the Services are referred to individually as “User” and collectively as “Users“.
NOTHING IN THE SERVICES CONSTITUTES FINANCIAL, TAX, LEGAL OR INVESTMENT ADVICE, PERFORMANCE DATA OR ANY RECOMMENDATION THAT ANY SECURITY, PORTFOLIO OF SECURITIES, INVESTMENT PRODUCT, TRANSACTION OR FINANCIAL, TAX, LEGAL OR INVESTMENT STRATEGY OR COURSE OF ACTION IS SUITABLE FOR ANY SPECIFIC PERSON. YOU SHOULD NOT USE THESE SERVICES TO MAKE FINANCIAL, TAX, LEGAL OR INVESTMENTS DECISIONS AND YOU ARE ENCOURAGED TO SEEK PROFESSIONAL ADVICE FROM THIRD PARTIES WHO ARE LICENSED OR PERMITTED TO PROVIDE SUCH FINANCIAL, TAX, LEGAL OR INVESTMENT ADVICE. YOUR ARE ENCOURAGED TO SEEK ADVICE FOR YOUR SPECIFIC SITUATION.
THE CONTENT AND MEDIA CONTAINED IN THE SERVICES ARE FOR INFORMATION AND/OR ENTERTAINMENT PURPOSES ONLY.
PLEASE NOTE THAT THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION. BY AGREEING TO BINDING ARBITRATION, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
THE WEBSITE AND SERVICES ARE NOT AVAILABLE TO ANY PERSONS UNDER THE AGE OF 16.
Agreement. By clicking the “I Agree” button or by otherwise using or registering an account for the Services, you represent that (i) you are a US resident at least 16 years of age, or (ii) you are not a US resident, and are of legal age of consent to open an account under the laws of your country of residence, or (iii) your use of the Services has been approved by your parent or legal guardian. You also represent that you have not been previously suspended or removed from the Services by Napkin Finance, and that your registration and your use of the Services is in compliance with any and all applicable laws.
Account. In order to use certain features of the Services, you may be required to register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Napkin Finance, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), then you agree to immediately notify Napkin Finance at firstname.lastname@example.org, Attention: Legal Department. You may be liable for the losses incurred by Napkin Finance or others due to any unauthorized use of your account.
When using the Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines“). All such Guidelines are hereby incorporated by reference into the Terms.
Upon opening or registering for an account or using the Services, you accept the Terms in the form posted on the Website. Napkin Finance reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes that are made after you open your account. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to the Terms, we will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Services, and such amended terms will be effective for you on the earlier of (i) your actual notice of such changes and (ii) thirty days after we make reasonable attempt to provide you such notice. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you must discontinue your use of the Services. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
User Content and Ownership. Napkin Finance may permit (a) the posting and/or publishing by you and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Content“). You understand that whether or not such User Content is published, Napkin Finance does not guarantee any confidentiality with respect to any submissions. As between Napkin Finance and you, you retain all ownership rights you have in any User Content you post or publish to the Services, and Napkin Finance agrees not to claim any ownership rights in or to such User Content. You acknowledge that are solely responsible for your User Content and the consequences of posting, creating, or publishing such User Content.
License Grant to Users.
(a) User Postings. By posting, submitting or distributing User Postings through the Services, you hereby grant to each User of the Services a non-exclusive license to access and use your User Postings in any manner permitted or made available by Napkin Finance on or through the Services.
(b) Downloadable Content. The Services may permit you to download mobile applications or certain digital content (“Downloadable Media“). Subject to your complete and ongoing compliance with all the terms and conditions set forth herein, Napkin Finance grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, view and use the Downloadable Media, in object code form, on devices owned or controlled by you, solely for your personal, non-commercial purposes. You agree not to (i) modify or create derivative works of the Downloadable Content (ii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management, technical limitations or security features in or protecting the Downloadable Media, and (iii) remove any copyright and other proprietary notices on the Downloadable Media and all copies thereof.
Access to Your User Content. Napkin Finance may permit Users to share their User Content with a select group of other Users, or make their User Content public for all (even non-Services users) to view. You acknowledge and agree that, although Napkin Finance may provide certain features intended to allow you to restrict some User Content you create from others, Napkin Finance does not guarantee that such User Content will never be accessible by others. NAPKIN FINANCE HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY UNAUTHORIZED ACCESS TO ANY RESTRICTED USER CONTENT.
User Content Disclaimer. You understand that when using the Services you will be exposed to User Content from a variety of sources, and that Napkin Finance is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Napkin Finance with respect thereto. Napkin Finance does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Napkin Finance expressly disclaims any and all liability in connection with User Content.
It is Napkin Finance’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that any User Content or any material on the Services violate your copyright, please see below for instructions on sending us a notice of copyright infringement to Napkin Finance’s copyright agent as set forth in the DMCA. In order for your complaint to be valid under the DMCA, you must provide the following information in writing:
The foregoing information must be submitted to the following DMCA Agent:
CardBlanc, Inc. (dba Napkin Finance)
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, California 90212
Attn: DMCA Notice – Legal Department email@example.com
Napkin Finance will promptly terminate without notice your access to the Services if you are determined by Napkin Finance to be a “repeat infringer.” A repeat infringer is a User who has been notified by Napkin Finance of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Services more than twice.
Proprietary Materials. The Services are owned by Napkin Finance. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Services (the “Services Materials“) are protected by United States and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 7, all Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to Napkin Finance, and Napkin Finance reserves all rights therein and thereto not expressly granted by these Terms.
Licensed Content. Napkin Finance may make available on the Services certain educational media and related materials that are owned by Napkin Finance or its third-party licensors (the “Licensed Content“). Napkin Finance grants to you a non-exclusive, non-transferable right to access and use the Licensed Content as made available on the Services by Napkin Finance solely for your personal, non-commercial purposes. Unless expressly indicated on the Services that a particular item of Licensed Content is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Content to any third party. In certain cases, Napkin Finance or its licensors may make available Licensed Content under alternate and specific license terms (each, a “Specific License“). Where expressly indicated as such on the Services, and subject to the terms and conditions of these Terms, the applicable Licensed Content is licensed to you under the terms of the Specific License. By using, downloading, or otherwise accessing such Licensed Content, you agree to comply fully with all the terms and conditions of such Specific License.
Non-Commercial Use. The Licensed Content is intended for personal, non-commercial use only. Without limiting the foregoing, and notwithstanding the terms of any Specific License for such Licensed Content, the Licensed Content may not be used, distributed or otherwise exploited for any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by Napkin Finance.
Credits. If you distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Content or any derivative works thereof, you must also credit Napkin Finance prominently along with such Licensed Content or derivative work thereof.
You agree not to do the following:
use the Services for any commercial use or purpose unless expressly permitted by Napkin Finance in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;
except as expressly permitted under a Specific License, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;
post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
use the Services in any manner that violates Napkin Finance’s community guidelines, if any;
impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, or perform any other fraudulent activity;
delete the copyright or other proprietary rights notices on the Services or on any Licensed Content, or User Content;
assert, or authorize, assist, or encourage any third party to assert, against Napkin Finance or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Content or User Content you have used, submitted, or otherwise made available on or through the Services;
make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
defame, harass, abuse, threaten or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, Licensed Content, or User Content, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services, Licensed Content, or User Content;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by Napkin Finance herein or to the extent the foregoing restriction is expressly prohibited by Applicable Law; or
intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
The Services may include links or references to other web sites or services solely as a convenience to Users (“Third Party Sites“). Napkin Finance does not endorse any such Third Party Sites or the information, materials, products, or services contained on or accessible through Reference Sites. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK.
Term. These Terms shall remain in full force and effect while you use the Services unless your account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.
Termination by Napkin Finance. Napkin Finance, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate any account (or any part thereof) you may have with Napkin Finance or your use of the Services and remove and discard all or any part of your account, User profile, and User Content, at any time. Napkin Finance may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have, or portion thereof, may be affected without prior notice, and you agree that Napkin Finance will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Napkin Finance may have at law or in equity. As discussed herein, Napkin Finance does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.
You warrant, represent and agree that you will not provide any User Content or otherwise use the Services in a manner that (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render Napkin Finance in violation of any applicable laws or regulations, including without limitation, privacy laws (collectively, “Applicable Law“); (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account or the Services in any way, such as allowing someone else access to your account or password or submitting User Content that contains viruses. Additionally, you represent, warrant and agree that (i) you possess all rights necessary to provide your User Content and grant Company the rights in these Terms; and (ii) you will comply with Applicable Laws in connection with your use of the Service.
You agree, to the extent permissible under your state’s laws, to indemnify, defend, and hold harmless Napkin Finance, and its parent, successors, affiliated companies, contractors, officers, directors, employees, agents and its third-party suppliers, licensors, and partners (“Napkin Finance Parties“) from and against all losses, damages, liabilities, demands, judgments, settlements, costs and expenses of any kind (including legal fees and expenses), from any claim or demand made by any third-party relating to or arising out of (i) your access to, use or misuse of the Services; (ii) your breach or alleged breach of these Terms, or any violation of the Terms; (iii) any breach of the representations, warranties, and covenants made herein by you; (iv) your failure to comply with Applicable Laws (including any failure to obtain or provide any necessary consent or notice); (v) the infringement by you or any third-party using your account of any intellectual property, privacy, or other right of any person or entity, including in connection with your User Content, or (vi) your breach or alleged breach of any interaction, agreement, or policy between you and any other Users. Napkin Finance reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Napkin Finance, and you agree to cooperate with Napkin Finance’s defense of these claims. You agree not to settle any such matter without the prior written consent of Napkin Finance. Napkin Finance will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
NO WARRANTIES. THE WEBSITE, AND ALL DATA, INFORMATION, SOFTWARE, WEBSITE MATERIALS, CONTENT (WHETHER OWNED OR LICENSED), USER CONTENT, THIRD PARTHY SITES, SERVICES, OR APPLICATIONS OR INFORMATION MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE (COLLECTIVELY, “NAPKIN FINANCE OFFERINGS”) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE NAPKIN FINANCE PARTIES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AVAILABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAPKIN FINANCE OR THROUGH THE NAPKIN FINANCE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
CONTENT. NAPKIN FINANCE, AND THE NAPKIN FINANCE PARTIES, DO NOT WARRANT THAT THE NAPKIN FINANCE OFFERINGS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. NAPKIN FINANCE AND THE NAPKIN FINANCE PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT (1) THE NAPKIN FINANE OFFERINGS WILL (A) MEET YOUR REQUIREMENTS OR EXPECTATIONS, BE ACCURATE, BE APPLICABLE TO YOUR CIRCUMSTANCES OR BE TO YOUR LIKING, OR (B) WILL BE TIMELY, SECURE, ACCURATE, FREE FROM ERRORS OR LOSS, OR UNINTERRUPTED, (2) THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SOME FEATURES MAY BE NEW OR EXPERIMENTAL AND MAY NOT HAVE BEEN TESTED IN ANY MANNER.
HARM TO YOUR COMPUTER. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, WEBSITE MATERIALS, SOFTWARE, OR DATA THROUGH THE NAPKIN FINANCE OFFERINGS IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM
LIMITATIONS BY APPLICABLE LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL NAPKIN FINANCE OR THE NAPKIN FINANCE PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) EVEN IF NAPKIN FINANCE OR NAPKIN FINANCE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR RELATING (i) TO THE TERMS; (ii) YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR THE NAPKIN FINANCE OFFERINGS, OR (iii) ANY OTHER INTERACTIONS WITH NAPKIN FINANCE OR ANY THIRD-PARTY THROUGH OR IN CONNECTION WITH THE NAPKIN FINANCE OFFERINGS, INCLUDING OTHER USERS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, NAPKIN FINANCE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF DAMAGES. IN NO EVENT WILL NAPKIN FINANCE’S OR THE NAPKIN FINANCE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE WEBSITE OR NAPKIN FINANCE OFFERINGS OR YOUR INTERACTION WITH OTHER WEBSITE USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU TO NAPKIN FINANCE, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT NAPKIN FINANCE HAS OFFERED THE WEBSITE (INCLUDING THE NAPKIN FINANCE OFFERINGS) AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND NAPKIN FINANCE, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND NAPKIN FINANCE. NAPKIN FINANCE WOULD NOT BE ABLE TO PROVIDE THE WEBSITE (INCLUDING ANY NAPKIN FINANCE OFFERINGS) TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
User Interactions and Release.
a) User Disputes. Napkin Finance is not responsible for the actions, content, information or data of other third parties, including other Users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person. We reserve the right, but have no obligation, to become involved in any way with these disputes.
b) Release. If you have a dispute with one or more Users, you release us (and the Napkin Finance Parties) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive your rights under California Civil Code §1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” And, if you are not a California resident, you waive your rights under any applicable statutes of a similar effect, to the fullest extent permissible under applicable law.
Notice. Napkin Finance may provide you with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Services, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Napkin Finance is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notices posted on the Services are deemed given 30 days following the initial posting. Any notices directed to Napkin Finance shall be sent by first class U.S. Mail to Napkin Finance at CardBlanc, Inc. (dba Napkin Finance), 9454 Wilshire Boulevard, 6th Floor, Beverly Hills, California 90212 and also via e-mail to firstname.lastname@example.org.
Waiver The failure of Napkin Finance to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Napkin Finance.
Governing Law The Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
a) Generally. In order to expedite and control the cost of disputes, Napkin Finance and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute“) will be resolved as follows to the fullest extent permitted by law:
b) Notice of Dispute. In the event of a Dispute, you or Dispute must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution (a “Notice of Dispute“). You must send any Notice of Dispute by first class U.S. Mail to Napkin Finance at CardBlanc, Inc. (dba Napkin Finance), 9454 Wilshire Boulevard, 6th Floor, Beverly Hills, California 90212 and also via e-mail to email@example.com, Attention: Legal Department. Napkin Finance will send any Notice of Dispute to you by first class U.S. Mail to your address if Napkin Finance has it, or otherwise to your e-mail address. You and Napkin Finance will attempt in good faith to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Napkin Finance may commence arbitration.
c) Binding Arbitration. Any Dispute which has not been resolved by negotiation as provided herein within sixty (60) days or such time period as you and Napkin Finance may otherwise agree, shall be finally resolved by binding arbitration as described in this Section 15.4. You are giving up the right to litigate all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. The place of arbitration shall be Los Angeles County, California. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
d) Arbitration Procedures. Any arbitration will be conducted by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules“) in effect at the time the Dispute is filed. You may request a telephonic or in-person hearing by following the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. To the extent the forum provided by JAMS is unavailable, Napkin Finance and you agree to select a mutually agreeable alternative dispute resolution service and that such alternative dispute resolution service shall apply the JAMS Rules. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief to you only individually, and only to the extent required to satisfy your individual claim.
e) Arbitration Fees. Whoever files the arbitration will pay the initial filing fee. If Napkin Finance files, then Napkin Finance will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
f) Filing Period. To the extent permitted by law, any Dispute under these Terms must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the Dispute first occur. If a Dispute is not filed within one year, it is permanently barred.
g) Venue. In the event that any Dispute cannot be resolved by binding arbitration in accordance with this Section 15.4, you agree that such Dispute will be filed only in the state or federal courts in and for Los Angeles County, California, and each of you and Napkin Finance hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purpose of litigating any such action. Notwithstanding this, Napkin Finance shall still be allowed to apply for injunctive or other equitable relief to protect or enforce its intellectual property rights in any court of competent jurisdiction.
Severability. If any provision of the Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Napkin Finance’s prior written consent, but may be assigned by Napkin Finance without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
Survival. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.