THESE TERMS OF SERVICE AGREEMENT (“AGREEMENT” OR “TERMS AND CONDITIONS”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “USER”, OR “CUSTOMER”) AND SHARPERLENDING, LLC. A WASHINGTON STATE LIMITED LIABILITY CORPORATION (“SHARPERLENDING,” “WE,” “US,” “OUR,” ETC.), THE OWNER AND OPERATOR OF THE SHARPERLENDING MOBILE APPLICATION(S) (THE “MOBILE APPLICATION” OR “APPLICATIONS’) AND THE RELATED WEBSITE(S) OR PRIVATE LABEL THEREOF (THE “SITE”). THE MOBILE APPLICATIONS AND THE SITE MAY HEREINAFTER BE REFERRED TO COLLECTIVELY AS THE “PLATFORM”. THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE APPLICATIONS, THE SITE, ALL SERVICES, FEATURES, AND RESOURCES AVAILABLE OR ENABLED VIA THE APPLICATIONS AND THE SITE (COLLECTIVELY, WITH THE MOBILE APPLICATIONS, THE “SERVICES”).
BY ACCESSING AND USING ANY OF THE SERVICES, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT
Agreement
1. Use of Site. SharperLending may add to, change or remove any part of the Mobile Applications or the Site, including, without limitation, any content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed through the Services (collectively, the “Content”) therein, at any time without prior notice to you.
Use of the Mobile Application and the Services
2(a). Use of Mobile Application and Services. This Section shall apply to the User’s utilization of the SharperLending Self Service Mobile Application iOS Application or SharperLending Self Service Android Application. The applicability of the Terms and Conditions stated in this Agreement is contingent on the Users downloading of the Mobile Application or utilization of the Applications, Sites and Services by User and shall apply immediately at time of access. Further, if the User accesses the SharperLending Services on an Android device the Android terms shall apply and if the User accesses the SharperLending Services on an Apple device the iOS terms shall apply. For purposes of this section and to the extent applicable in this Agreement, the iOS Application and Android Application will be referred to collectively as “Applications” or “Mobile Applications”.
2(b). Incorporation of Related Apple Terms. These Terms and Conditions incorporate and supplement the Apple, Inc. (“Apple”) terms and conditions (available at http://www.apple.com/legal/itunes/us/terms.html#service), including without limitation the Licensed Application End User Agreement therein (“Apple Terms”). In addition, these Terms and Conditions also incorporate and supplement other terms, conditions, and policies of SharperLending posted at http://www.SharperLending.com, including without limitation the disclaimer, the privacy policy, and other policies, the location and terms of which may be changed from time-to-time.
Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms and Conditions, these Terms and Conditions will control, solely to the extent such provisions apply to the Mobile Applications.
2(b)(1). End-User License for Apple Application. Subject to these Terms and Conditions, SharperLending grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Mobile Applications for personal use only on an Apple iPhone, iPad, or iPod Touch (“iOS Device”) owned or controlled by User as permitted by the Usage Rules contained in the Apple Terms and in accordance with these Terms and Conditions (“Apple User License”). Any use of the iOS Device in any other manner, including, without limitation, resale, transfer, modification or distribution of the iOS Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the iOS Application is prohibited. This Agreement and Apple User License also governs any updates to, or supplements or replacements for, the iOS Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.
2(c). Incorporation of Related Android Terms. These Terms and Conditions incorporate and supplement the Google, Inc. Android (“Android”) Market Terms of Service (available at http://www.google.com/mobile/adroid/market-tos) and the Google Play Developer Distribution Agreement (available at https://play.google.com/about/developer-distribution-agreement.html#showlanguages), (“Android Terms”). In addition, these Terms and Conditions also incorporate and supplement other terms, conditions, and policies of SharperLending posted at http://www.SharperLending.com, including without limitation the disclaimer, the privacy policy, and other policies, the location and terms of which may be changed from time-to-time.
Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms and Conditions, these Terms and Conditions will control, solely to the extent such provisions apply to the Application.
2(c)(1). End-User License for Android Application. Subject to these Terms and Conditions, SharperLending grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Mobile Applications for personal use only on an Android Device owned or controlled by User as permitted by the Usage Rules contained in the Android Terms and in accordance with these Terms and Conditions (“Android User License”). Any use of the Android Application in any other manner, including, without limitation, resale, transfer, modification or distribution of the Android Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the Android Application is prohibited. This Agreement and Android User License also governs any updates to, or supplements or replacements for, the Android Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.
2(d). User Information. Services and features, such as the Mobile Applications may use, maintain, or transmit User’s personal information, including, without limitation, user names, passwords, proper names, email address, address, location, financial information (including Payment Method information), GPS location information, and information for and from third-party social-media accounts (collectively “User Information”). By acknowledging and agreeing to this Agreement, or by using the Mobile Applications, Site, or other Services, User consents to the transmission of User Information to SharperLending, including its agents and third-party partners, and consents to SharperLending, including its agents and third-party partners, receiving, collecting, storing, processing, transmitting, and using User Information for Mobile Application functionality and for the purposes disclosed in one or more of the SharperLending policies identified in this Agreement.
Users are solely responsible for taking precautionary steps to protect User Information stored on the respective Mobile Applications, including without limitation password-protecting the respective Mobile Applications and employing Apple’s or Android’s remote-wipe feature.
Unless attributable to SharperLending’ negligence or misconduct, Users are also responsible for all payments and losses resulting from transactions and activities undertaken using the Mobile Applications registered in their names and agree to immediately notify SharperLending of any suspected unauthorized transactions associated with the Services or any other breach of security.
SharperLending may use location data from your mobile phone, metadata, and any other information contained in the photos or videos you submit.
2(e). Prohibited Uses. Users are prohibited from using the Site, the Mobile Applications, and the related Services in any way that:
SharperLending reserves the right, in its sole discretion, to terminate any user license, remove Content, assist law enforcement in the prosecution of criminal liability, or assert a civil or criminal legal action with respect to Content or use of the Mobile Applications or other Services that SharperLending reasonably believes is or might be in violation of these Terms and Conditions, but failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms and Conditions.
2(f). User-Generated Content. The User may generate content, written or otherwise, while using the Services (“User-Generated Content”). User acknowledges and agrees that User-Generated Content may be used, reproduced, displayed, modified, deleted, added too, adapted, and published by SharperLending (for example, in product marketing campaigns). User grants SharperLending and its successors a worldwide; irrevocable; transferrable; sublicensable; fully-paid and royalty-free; and non-exclusive license to use, reproduce, display, modify, delete from, add to, adapt, publish, and prepare derivative works from the User-Generated Information. User further acknowledges and agrees that the User, and the User alone, is responsible for the development of User-Generated Content.
2(g). Acceptable Use/Content Requirements. Please keep the following in mind when submitting photos and videos through the Application:
3. Right to Refuse Service or Cancel Order. We are not obligated to accept and post any assignments or requests for Services. We reserve the right to refuse service, or to cancel any assignment or request for any reason at any time.
4(a). Order Fulfillment. We make every reasonable effort to encourage Users to issue Assignment Reports within the estimated timeframe quoted, if any, for your request, and most requests should be completed within that period. However, because each User’s ability to do so is often dependent on a variety of factors such as, for example, order volume in the area, or difficulty in making arrangements to meet with a necessary third-party, we cannot guarantee that the Assignment Report will be completed and available to you within that time frame or within any specific time frame.
5. Authorized Communications. No person other than the person who submits the Assignment Request shall be entitled to issue instructions or in any way communicate with SharperLending regarding the Assignment Request. To minimize the opportunity for miscommunication, communicate between User and Requester shall be through the Mobile Applications to the extent that such limitation does not disable User from effectively completing the Assignment Request.
6. Entry Upon Private Property. If fulfillment of an Assignment Request requires a User to enter upon private property, THE REQUESTER IS SOLELY RESPONSIBLE FOR OBTAINING THE CONSENT AND PERMISSION OF ALL LEGALLY NECESSARY PARTIES (OWNER, TENANT, ETC.) AND PROVIDING CONFIRMATION THEREOF TO THE USER.
7. No Warranty. Users agree to use their best efforts to make sure that the information they report to Requesters is accurate and complete. However, neither SharperLending nor any User warrants the accuracy or completeness of the information in the documentation, materials, photos, videos, oral or written statements (“Assignment Report”) made in response to the Assignment Request. SharperLending does not guarantee or warrant the condition or operation of any of the subject matter being documented.
8. Title. SHARPERLENDING AND ITS USERS DO NOT VERIFY, CHECK, CONFIRM, OR REPRESENT ANY FACT RELATED TO TITLE, OWNERSHIP OR LEGAL POSSESSION OF THE SUBJECT MATTER BEING INSPECTED, AND SIMILARLY, NO CHECKS FOR LIENS OR OTHER ENCUMBRANCES WILL BE PERFORMED.
9. Third Party Links. This Site and related Mobile Applications might contain references or links to other websites owned or operated by third parties. These references and links do not constitute endorsements, advice, referrals, or recommendations by SharperLending regarding such third party sites, products, or services. We reserve the right to disable any link to the Platform which has not been authorized by us. SharperLending does not provide any warranty as to the accuracy, completeness, or usefulness of any such content, nor its merchantability or fitness for any particular purpose. You may choose to use or not use them at your sole discretion. You agree that SharperLending is not responsible, and you shall indemnify and hold us harmless from and against any economic claims, actions, damages, losses, liabilities, costs, or expenses, of whatsoever kind or nature, including, without limitation, attorney’s fees and costs of defense, arising out of your use of any third party website or purchase or use of any third party product or service.
10. Email Address and Cellular Phone Number. You are solely responsible for your email address and cellular phone number and maintaining the security thereof, and SharperLending is not responsible for any economic claims, actions, damages, losses, liabilities, costs, or expenses you suffer by reason of unauthorized use of your email or cellular phone number.
11. Use of Self-Reported Information. If you choose to enter any self-reported information, personal or otherwise, on the Platform, you thereby authorize us, and our affiliates, service providers, agents, assignees, and other third parties to use that information for lawful purposes as prescribed in our privacy policy, if applicable, and to forward that information to third parties and call centers who may retain and use that information. You also thereby consent and authorize us and any such third party to contact you by telephone, email, text message, mail, or otherwise. If you desire not to be contacted do not enter such information.
12. Proprietary Rights. Everything on the Platform, including but not limited to all of its content, data, text, graphics, sounds, videos, and logos is protected by trademark, service mark, copyright, patent, trade secret, or by other law, and is the property of SharperLending or other parties. Nothing herein shall be construed to create rights of any kind in any third parties. You shall not reverse engineer SharperLending’ Site or the Mobile Applications or any portion thereof, or the programming code connected therewith, or assist others in doing so.
13. Prohibited Use of Site. You shall not post or transmit anything on the Platform which violates any applicable law or regulation, or creates any criminal or civil liability of any kind whatsoever including but not limited to any obscene, pornographic, libelous, slanderous, defamatory statements, information, or other illegal materials. You agree to use the Platform only for lawful purposes. We may disclose any content or electronic communication of any kind: (i) to satisfy any law, regulation or government request; (ii) if such disclosure is necessary or appropriate to operate the site; or (iii) to protect the rights or property of any of the SharperLending, its Users or service providers.
14. Monitored Use. We reserve the right, but do not have the obligation, to monitor your use of the Platform and to restrict or terminate your use of the Site and the Mobile Applications or modify or remove any information found on the Site and the Mobile Applications for any reason whatsoever in our sole discretion.
15. Feedback, Grant of License. If you send feedback to us (comments, questions, documents, suggestions, etc.) you thereby grant us the absolute perpetual and non-revocable right and license, without compensation, royalty, or attribution, to use such feedback in any manner desired by us, including but not limited to modifying, publishing, distributing, exploiting and/or using such feedback in the development, manufacturing, and marketing of new products and services.
WARRANTIES AND DISCLAIMERS
16. WARRANTY DISCLAIMER. THE SITE AND THE MOBILE APPLICATIONS, AND EVERYTHING ON IT OR ACCESSIBLE THROUGH IT, INCLUDING OTHER SITES ACCESSIBLE THROUGH THE SITE AND THE MOBILE APPLICATIONS, AND THE SERVICES PROVIDED BY SHARPERLENDING, ARE PROVIDED STRICTLY ON AN AS-IS AND AS-AVAILABLE BASIS. SHARPERLENDING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, OF TITLE TO GOODS OR PROPERTY, THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS AVAILABLE ON OR ACCESSIBLE THROUGH THE SITE AND RELATED MOBILE APPLICATIONS, THAT ACCESS TO OR OPERATION OF THE SITE AND RELATED MOBILE APPLICATIONS WILL BE UNINTERRUPTED OR FREE OR DEFECTS OR ERRORS, OR AS TO THE RELIABILITY, ACCURACY, OR CURRENCY OF ANY INFORMATION ON THE SITE AND THE MOBILE APPLICATIONS OR ANY THIRD PARTY SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SHARPERLENDING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE MOBILE APPLICATIONS IS AT YOUR OWN RISK. SHARPERLENDING IS RESPONSIBLE ONLY FOR WHAT WE DIRECTLY PROVIDE TO YOU, AND ONLY TO THE EXTENT PROVIDED IN THESE TERMS AND CONDITIONS. WE ARE NOT RESPONSIBLE FOR AND DO NOT MAKE REPRESENTATIONS OR PROVIDE WARRANTIES OF ANY KIND FOR ANY GOODS, SERVICES, OR ANYTHING ELSE PROVIDED TO YOU BY OTHERS THAT YOU REACH VIA OUR WEBSITE. THIS PROVISION SHALL BE ENFORCED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW.
17. OUR MAXIMUM LIABILITY; EXCLUSION AND LIMITATION OF LIABILITY. THE MAXIMUM LIABILITY IN THE AGGREGATE OF SHARPERLENDING, ITS OWNERS, OFFICERS, EMPLOYEES, MEMBERS, STOCKHOLDERS, PARTNERS, DIRECTORS, MANAGERS, AGENTS, SUBCONTRACTORS, AFFILIATES, SUCESSORS, ASSIGNS, THIRD PARTY CONTENT PROVIDERS, MERCHANTS, SPONSORS, LICENSORS, OR THE LIKE (HEREINAFTER, THE “SHARPERLENDING PARTIES,” WHICH SHALL REFER TO ANY ONE, MORE, AND ALL OF THEM) TO YOU FOR ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS, OR EXPENSES, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM OR ANY SERVICES PROVIDED BY SHARPERLENDING, INCLUDING THE MOBILE APPLICATIONS, SHALL BE THE AMOUNT OF THE INSPECTION FEE PAID BY YOU TO SHARPERLENDING OR $100, WHICHEVER IS LESS. NONE OF THE SHARPERLENDING PARTIES SHALL BE LIABLE UNDER ANY CIRCUMSTANCES TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OPPORTUNITY COSTS, LOSS OF USE, OR LOSS OF BUSINESS, EVEN IF ANY OR ALL OF THE SHARPERLENDING PARTIES WERE NOTIFIED OF THE LIKELIHOOD OR POSSIBILITY OF SUCH DAMAGES OCCURRING. THESE EXCLUSIONS AND LIMITATIONS SHALL BE ENFORCED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW.
THE PROVISIONS OF THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, OR TYPE OF CLAIM, ACTION, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE, REGARDLESS OF WHETHER IT BE AN ACTION IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR BASED ON CONTRACT, STATUTE, OR ANYTHING ELSE.
THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE LIMITATION ON RECOVERY OF ECONOMIC DAMAGE OR LOSS, SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY
18. Ownership and Use of Information and Reports; Copyright. You may use the Assignment Report you order only for your own personal non-commercial use. You shall not trade, barter, publish (in any form via any media whatsoever), sell or resell any Assignment Report, data, or information obtained or purchased by you from SharperLending to any person or entity whatsoever without SharperLending’ prior written consent. SharperLending shall not be liable to anyone with whom you share the Assignment Report or the information therein contained, and you shall defend, indemnify, and save harmless the SharperLending Parties from any and all economic claims, actions, damages, losses, liabilities, costs, expenses, of whatsoever kind or nature, including without limitation attorney’s fees and litigation costs and expenses, incurred by the SharperLending Parties arising out of or in connection therewith.
SharperLending may resell, license, or authorize the use of the Assignment Report you ordered and purchased, and any of the data and information contained therein, to others upon any terms and conditions it desires, without notice and without your consent. In such event, we will remove your personally identifiable information from the Assignment Report prior to any such use thereof.
The copyright to and ownership of, without limitation, all pictures, video, text, copy, data, works, inventions, improvements, concepts, ideas, intellectual property, patent rights, trademarks, trade secrets, and all information in any form, made, conceived, gathered, written, taken, created, developed, performed, or discovered by us (including, without limitation, the User) in connection with this Agreement, and the Assignment Report itself (individually and collectively, “SharperLending Materials”), shall at all times be owned solely and exclusively by SharperLending. To the extent that the SharperLending Materials for any reason do not vest solely and exclusively in SharperLending as provided herein, you hereby transfer and assign, without limitation, the copyright and all of your right, title, and interest in and to the SharperLending Materials to SharperLending.
19. Indemnification. You shall defend, indemnify, and hold harmless the SharperLending Parties from any and all claims, actions, damages, losses, liabilities, costs, expenses, including without limitation attorney’s fees and litigation costs and expenses, incurred by the SharperLending Parties as a direct or indirect result of any breach by you of these Terms and Conditions, or arising out of or in connection with your willful misconduct, negligent or fraudulent use of the Platform, or any other website you enter via a link from the Site and the Mobile Applications, or out of use of or reliance upon the Assignment Report, to the fullest extent allowed by law. SharperLending may, in its sole discretion, defend, compromise, or settle any such or claim or action and you shall be bound thereby. Nothing herein shall be deemed or construed to constitute a limitation or waiver of any other rights and remedies available under these Terms and Conditions, or law, or regulation to SharperLending or the other parties indemnified under this section.
Arbitration Agreement and Dispute Resolution
Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with SharperLending and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
20. Informal Resolution. Most customer concerns can be resolved quickly and to a customer’s satisfaction by writing to our customer service department at info@SharperLending.com. In the unlikely event that our customer service department is unable to resolve a complaint you may have to your satisfaction, the following terms govern dispute resolution between us.
21. Applicability of Arbitration Agreement. All claims and disputes in connection with the Agreement or the use of any product or service provided by SharperLending that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and SharperLending, and to any of SharperLending’ licensors, suppliers, dealers or third party vendors, subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.
22(a). Arbitration Rules. Any controversy or claim between or among the Parties including, but not limited to, those arising out of or relating to this Agreement or any related agreements or instruments, including any claim based on or arising from an alleged tort shall be determined by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the law of Washington State), the Rules of Practice and Procedure for the Arbitration of Commercial Disputes of Judicial Arbitration and Mediation Services, Inc. (J.A.M.S.), and the Special Rules set forth below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be entered in any court having jurisdiction. Any Party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this Agreement applies in any court having jurisdiction over such action. The arbitration shall be conducted in Spokane, Washington and administered by J.A.M.S., which will appoint an arbitrator; if J.A.M.S. is unable or legally precluded from administering the arbitration, then the American Arbitration Association will serve. All arbitration hearings will be commenced within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional sixty (60) days. Nothing in this Agreement shall be deemed to limit the applicability of any otherwise applicable statutes of limitation or repose and any waivers contained in this Agreement..
22(b). Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and SharperLending, and the dispute 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 Arbitration Rules, and the Terms and Conditions. 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 SharperLending.
22(c). Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and SharperLending in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SHARPERLENDING WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
22(d). Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in Spokane, Washington.
22(e). 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 the following address: P.O. Box 8488, Spokane, WA 99203 within 30 days of purchasing. If you send this notice, then the Arbitration Agreement will not apply to either party and you must litigate pursuant to the Terms and Conditions, to the extent applicable. If you do not send this notice, then you agree to be bound by this Arbitration Agreement.
22(f). Severability. If any part or parts of this Arbitration Agreement are found to be invalid or unenforceable by a court of competent jurisdiction, 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.
22(g). Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SharperLending.
22(h). Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if SharperLending makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to the SharperLending.
22(i). Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Spokane, Washington for such purpose.
23. Choice of Law. This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Washington, without regard to its conflicts of laws rules. To the extent that any dispute is held not to be governed by the arbitration clause herein, exclusive jurisdiction and venue for any and all disputes arising out of or in any way connected to any goods or services you purchase, use of the Platform, or these Terms and Conditions (including the privacy policy), shall be in the state or federal courts located in Spokane, Washington . Foreign laws do not apply. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction.
General Provisions
24. Assignment; No Third Party Rights. You may not assign any rights or obligations under these Terms and Conditions or arising out of your use of the Platform without the prior written consent of SharperLending. Our obligations to you under this Agreement shall be to you and you only, and nothing herein shall be construed to create rights of any kind in any third parties. SharperLending may freely assign or delegate its rights and obligations to any party without notice or consent.
25. Privacy Policy. The use of the Platform is governed by the terms of our privacy policy.
26. Entire Agreement. This Agreement is a final expression of the intent of the parties, constitutes the entire agreement and understanding between the parties, and supersedes all prior and contemporaneous oral or written agreements or understandings concerning the settlement described herein. This Agreement may be modified only by a duly executed written instrument signed by the party against whom enforcement of the modification is sought. In the event of a conflict between the SharperLending order form and this Agreement, this Agreement shall prevail.
27. Severability. In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provisions shall be adjusted rather than voided, if possible, in order to achieve the express intent of the parties to this Agreement; and in any event, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
28. Force Majeure. If we are delayed or prevented from performance of our obligations under this Agreement by any act of God, weather conditions, fire or other casualty, computer or telecommunication problems, laws or regulations, war, or any other circumstance beyond our reasonable control, SharperLending will be excused from performance of those obligations.
29. Headings and Captions. The headings and contained in these Terms and Conditions are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
30. Forbearance, Waiver. Any failure of SharperLending to pursue any legal or equitable remedy or right available to it shall not constitute a waiver of such right, nor shall any such forbearance, failure, or actual waiver imply or constitute waiver of subsequent default or breach. No waiver of a breach of any provision of this Agreement by SharperLending shall be construed to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach of the same provision. No delay by SharperLending in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such provision by SharperLending.
31. Notices. Any notice given by you in connection with this Agreement shall be given in writing and delivered to SharperLending as follows (all methods are required): (a) certified mail, return receipt requested to SharperLending, P.O. Box 8488, Spokane, WA 99203 and you must retain the return receipt and provide a copy to us; and (b) fax to (509) 324-1234 and you must retain the confirmation report indicating that it was received by SharperLending and provide a copy to us. Your notice address shall be any mailing or email address provided by you on the order form you submitted for the inspection.
32. Changes to the Site and the Mobile Applications. We reserve the right to make changes at our discretion and without prior notice to any portion of the Site and the Mobile Applications including but not limited to, the Content, Terms and Conditions and any other policies. Your continued use of the Site or Services, including the Mobile Applications will constitute your acceptance of and agreement to any such changes.