Effective Date: April 23, 2012
Last Updated Date: June 15, 2016
Binding Agreement. “You” and “users” shall mean all visitors to the Bolstr Service, including companies, attorneys, and investors. If you want to use the Bolstr Service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Bolstr Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. If you do not accept these Terms, you must not use the Bolstr Service. Therefore, do not use the Bolstr Service if you do not agree. The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – we would not make the Bolstr Service available to you. By entering into this agreement, you also agree to the terms of service of SynapsePay (our banking software provider) found here which are incorporated herein by reference.
Children. No part of the Bolstr Service is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE BOLSTR SERVICE AT ANY TIME OR IN ANY MANNER. If you are under the age of 18 or the age of majority in your jurisdiction, you may only use the Bolstr Service under the supervision of a parent, legal guardian, or other responsible adult who agrees to be responsible for any actions taken on the Bolstr Service.
II. Important Notices Applicable to Your Use of the Bolstr Service:
It’s important that you read the entire Terms but here are some of the more significant notices that we want to bring to your attention at the outset:
- The federal and state securities laws applicable to private company finance are complex. In general, they are designed to protect unsophisticated people from making ill-advised investments. These Terms are designed to minimize the risk to Bolstr if any unsophisticated/unaccredited individuals try to become investors through the Bolstr Service, and to protect Bolstr in the event that anyone claims he, she or it was damaged by using the Bolstr Service.
- Neither the information nor any opinion expressed on the Bolstr Service constitutes an offer by Bolstr to buy or sell any securities or financial instruments or provide any investment advice or related services. None of the Bolstr Service shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in any securities made available by Bolstr.
- The information provided on the Bolstr Service by us or our users about investment opportunities may not be available to or suitable for you. Not all strategies are appropriate at all times. Bolstr is not obligated to perform, and has not performed, an analysis of investor suitability with respect to the investments available through the Bolstr Service.
- The opinions expressed on the Bolstr Service by us or our users do not constitute investment advice. Independent advice should be sought in all cases before investing in an opportunity offered on or through the Bolstr Service.
- The value and income of any of the investing opportunities mentioned on the Bolstr Service by us or users can fall as well as rise and an investor may get back less than he or she invested or nothing at all. Past performance is not necessarily a guide to future performance.
- The investment opportunities mentioned on the Bolstr Service may often have tax consequences; therefore, it is important to bear in mind that we do not provide tax advice. The levels and bases of taxation can change. Investors’ tax affairs are their own responsibility and investors should consult their own attorneys or other tax advisors in order to understand the tax consequences of any investments mentioned on the Bolstr Service.
- Bolstr does not endorse or recommend any Company (defined below) or deals included on the Bolstr Service.
- Bolstr does not offer legal advice. You are encouraged to seek legal counsel prior to using the Bolstr Service or investing on the Bolstr Service.
The “Bolstr Service” is defined as any website, mobile application, or Internet service under Bolstr’s control, whether partial or otherwise, in connection with providing the services provided by Bolstr. The Bolstr Service makes private offerings to sell strictly to individuals and entities qualifying as accredited investors (“Purchasers”) a series of a class of special limited obligations of Bolstr referred to as Borrower Payment Dependent Notes (the “Borrower Payment Dependent Notes” or “Notes”). Payments by Bolstr with respect to its obligations under each Note will be entirely dependent upon payments that Bolstr receives on one or more specific underlying borrower loans (the “Underlying Loans”) made to small businesses (“Companies”) who access loans through the Bolstr Service.
Bolstr will issue a series of Notes through its online platform on an ongoing basis. Each series will correspond to one or more Underlying Loans that are either made or purchased by Bolstr. The minimum investment criteria to purchase Notes on Bolstr may change from time to time. Bolstr reserves the right to change the minimum investment criteria at its sole discretion. The Notes are unsecured obligations of Bolstr.
Attorney. An “Attorney” is a properly licensed individual who is admitted to the bar in the state in which a Company is located.
Company. A “Company” is a “qualified small business” seeking an Underlying Loan through the Bolstr Service.
Campaign. A “Campaign” is an area on the Bolstr Service, where a Company seeking an Underlying Loan may post a company summary, financial information, and other business data pertaining to the Company, and the Underlying Loan it seeks. A Company may also use their Campaign to manage interactions with the Bolstr Service. A Campaign is open for a defined period of time determined at the sole discretion of Bolstr.
Qualified Small Business. A Company must comply with legal requirements to be deemed a qualified small business. As a Company, you should obtain legal advice on whether you comply with them. In addition, Bolstr requires a qualified small business to:
- Be an incorporated legal entity that is in good standing in its jurisdiction;
- Provide Bolstr historical financial statements, tax returns, and other relevant data for Bolstr to evaluate the creditworthiness of the business.
- Not have been subject to disciplinary action with respect to the sale and issuance of securities.
Investor. An “Investor” is an individual or institution who purchases Notes through the Bolstr Service. As an Investor, you must provide some information to the Bolstr Service enabling Bolstr to assess your suitability for investment, including your income, net worth, and investment sophistication.
IV. The Bolstr Service for Companies
Company Disclosure. To create a Campaign, you must provide potential Investors with certain information to enable them to adequately assess whether to invest in Borrower Payment Dependent Notes issued by an affiliate of Bolstr. While the Bolstr Service requires the provision of some information, you and your Attorney have the obligation to ensure that you provide the proper disclosures to potential Investors to comply with federal and state laws.
Inviting Potential Investors. You may use the Bolstr Service to show your Campaign to potential Investors. You may only invite potential Investors with whom you have a pre-existing relationship and who are qualified accredited Investors, and provide the information necessary to evaluate their financial circumstances and level of investment sophistication.
You and your Attorney should carefully consider whom you invite to view your Campaign. An invitation deemed to be a general solicitation or advertisement may result in you no longer falling within the applicable securities law exemptions. You are solely responsible for ensuring you are not performing a general solicitation or advertisement and are complying with the law.
Taxes. You are responsible for collecting, reporting, and remitting the correct tax to the appropriate tax authorities related to any transactions. Bolstr is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
Company Insolvency. You understand and acknowledge that insolvency, whether part of or outside formal bankruptcy proceedings, may impact investments and the terms of transactions. As an Investor, you understand that your rights in the event of a Company insolvency will be limited, as more expressly set forth in the Notes.
Documentation. The Bolstr Service may provide certain documentation necessary to consummate the transaction in standardized form. You will complete the documentation and deliver them at a closing event that occurs off of and separate from the Bolstr Service. Bolstr will not help you prepare, correct, or file any legal or regulatory documentation. All Bolstr Content on the Bolstr Service is strictly for informational purposes only.
The Bolstr Service is not a substitute for the advice of an attorney. Documentation provided by Bolstr does not constitute legal advice, nor does it create an attorney-client relationship. Bolstr does not review your documents for formatting errors; completeness; spelling and grammatical errors; or consistency of names, addresses, or other factual information. Bolstr does not file any documents with any government office. BOLSTR DOES NOT PREPARE LEGAL DOCUMENTS FOR YOU.
V. Bolstr’s Role
Bolstr does not provide financial, tax, or legal advice. You should always seek licensed professionals for financial, tax, and legal advice.
Unregistered Securities. The securities offered through the Bolstr Service have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance on the provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation D, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Bolstr Service.
You Are Responsible For Your Investment Decisions. Investing is a risky undertaking. You assume all risk in making a decision to transact with other users. The Bolstr Service provides some information to help you make that decision; however, Bolstr does not ensure that the information supplied by users is accurate or truthful. Bolstr is not involved in the preparation and furnishing of the information on the Bolstr Service. Bolstr has not investigated, and is not responsible for, the accuracy or completeness of any information available on the Bolstr Service. You are responsible for verifying the information and performing the necessary diligence to ensure a transaction is right for you. Bolstr disclaims all liability for any investment or transaction that may develop as a result of using the Bolstr Service. Bolstr does not make any recommendations on Companies or Investors.
Bolstr Does Not Give Financial Advice and Is Not a Broker-Dealer. Investments in businesses are considered “securities” and are regulated under federal and state law. You should obtain the advice of financial and securities experts when you use the Bolstr Service. By using the Bolstr Service you acknowledge that you comply with securities laws. Bolstr is not an investment advisor and cannot provide advice. If you want advice, you should seek a registered investment advisor.
Bolstr Does Not Provide Tax Advice. You should consult with qualified, professional tax advisors regarding potential taxation liabilities. You are responsible for determining what, if any, taxes apply to the investments or payouts you make or receive as a result of investments made using the Bolstr Service.
Bolstr Is Not Your Attorney. You agree and acknowledge that Bolstr is not a law firm and is not authorized to practice law in any jurisdiction. Bolstr does not give legal advice in any form or practice law in any way. You are solely responsible for ensuring that applicable federal and state legal requirements are met, including the preparation and delivery of any disclosures, notices, or other documents required by federal or state law. You are also solely responsible for establishing that the terms of the agreements you enter comply with applicable federal and state law, including tax law.
Do not contact Bolstr for legal advice.
Bolstr Is Not an Attorney Referral Service. The Bolstr Service may provide a list of local Attorneys with knowledge of the Bolstr Service who can counsel you at all stages of the investment process. You may use any properly licensed Attorney of your choosing. Bolstr is not an attorney-referral service and does not make recommendations of Attorneys. The decision to engage legal counsel is an important one and you must make your own determination when selecting a suitable Attorney. You are responsible for your own legal fees. Bolstr does not share in any fees with Attorneys.
Bolstr Is Not Your Agent. Bolstr is not your agent for any purpose.
VI. Account Creation
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
Communications from Bolstr. You agree to receive email from us at the email address you provided to us for marketing, informational, and operational purposes, such as billing, account management, or system maintenance.
Electronic Notices and Signatures. You agree to receive these Terms and information and disclosures regarding the Bolstr Service electronically through the Bolstr Service and via email, and you confirm that you will download or print any disclosures for your records. Bolstr may respond to your inquiries by email regardless of the format of your request. You may withdraw your consent by contacting us at [email protected], but you will no longer be able to use the Bolstr Service. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Bolstr Service periodically for changes and modifications and agree not to contest the admissibility or enforceability the Bolstr Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms.
VIII. Bolstr’s Content Ownership and Use
Bolstr Content. The contents of the Bolstr Service include: (i) materials and other items relating to Bolstr, and its products and services, and similar items from our licensors and other third parties, including all layout, articles, posts, data, files, designs, text, graphics, images, photographs, videos, information, logos, button icons, software, audio files, music, sounds, pictures, computer code, interactive features, the “look and feel” of the Bolstr Service, and the compilation, assembly, and arrangement of the materials of the Bolstr Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, Bolstr Service marks, and/or trade identities of various parties, including those of Bolstr (collectively, “Bolstr Marks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Bolstr Content”). All Bolstr Content and the compilation (meaning the collection, arrangement, and assembly) of all Bolstr Content are the property of Bolstr or its licensors and are protected under copyright, trademark, and other laws.
Ownership. The Bolstr Service (including past, present, and future versions) and the Bolstr Content are owned or controlled by Bolstr, our licensors and/or certain other third parties. All right, title, and interest in and to the Bolstr Content available via the Bolstr Service is the property of Bolstr or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Bolstr owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Bolstr Content on the Bolstr Service.
License to You. Bolstr grants you, subject to strict compliance with these Terms and any Additional Terms, a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Bolstr Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Bolstr Content, and (ii) may be immediately suspended or terminated for any reason, in Bolstr’s sole discretion, and without advance notice or liability. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Bolstr Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Bolstr Content on any copy you make of the Bolstr Content.
Rights of Others. When using the Bolstr Service, you must respect the intellectual property and other rights of Bolstr and others. Your unauthorized use of Bolstr Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Bolstr Service, then please see Section X below.
IX. Intellectual Property Rights and Your License to Use
Bolstr Claims No Ownership Rights In User Content. The Bolstr Service may now or in the future provide you with the ability to create, build, post, upload, display, publish, distribute, transmit, broadcast or share content through the Bolstr Service (“User Content”), such as business plans, messages, avatars, text, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein. Bolstr claims no ownership or control over User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the User Content you post on or through the Bolstr Service. You are responsible for protecting those rights.
You Acquire No Ownership Rights in Others’ User Content. You understand and agree that you will not obtain, as a result of your use of the Bolstr Service, any right, title, or interest in or to such other user’s User Content delivered via the Bolstr Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in such User Content.
License to Bolstr. Except as otherwise provided in these Terms or any applicable Additional Terms, you grant Bolstr an unlimited, unconditional, unrestricted, universal, irrevocable, perpetual, non-exclusive, and royalty-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats, or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same, including, without limitation, for the purpose of promoting Bolstr and its services. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. You acknowledge that Bolstr may choose to provide attribution of Your User Content at our discretion. Bolstr will discontinue this licensed use within a commercially reasonable period after Your User Content is removed from the Bolstr Service. Bolstr reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion. In order to further effect the rights and license that you grant to Bolstr to your User Content, you also hereby grant to Bolstr, and agree to grant to Bolstr, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you are the sole author and owner of the intellectual property and other rights in the User Content posted by you on or through the Bolstr Service or otherwise have the lawful right to grant the license set forth in these Terms, (ii) your User Content is accurate; (iii) the posting and use of your User Content on or through the Bolstr Service does not infringe, misappropriate or violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person or third party, and (iv) the posting of Your User Content on the Bolstr Service does not violate these Terms or any Additional Terms or result in a breach of contract between you and a third party or cause injury or harm to any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Bolstr Service. The Bolstr Service contains content from users and other Bolstr licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Bolstr Content appearing on or through the Bolstr Service.
X. Copyright Policy
A. DMCA Notice. Bolstr will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Bolstr Service, then you may send us a written notice that includes all of the following:
(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Bolstr Service on which the material appears);
(iv) your full name, address, telephone number and email address;
(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
(vii) your electronic or physical signature.
Bolstr will only respond to DMCA Notices that it receives by mail, email or facsimile at the addresses below:
By Mail: Bolstr, Inc., 1046 W. Kinzie, 3rd FL, Chicago, IL, 60642 (Attn: Bolstr Co-Founder)
By email: [email protected]
By Facsimile: 917.591.6311
It is often difficult to determine if your copyright has been infringed. Bolstr may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Bolstr may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting Bolstr’s other rights, Bolstr may, in appropriate circumstances, terminate a repeat infringer’s access to the Bolstr Service and any other website owned or operated by Bolstr.
B. Counter-Notification. If access on the Bolstr Service to a work that you submitted to BOLSTR is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
(i) a legend or subject line that says: “DMCA Counter-Notification”;
(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the Bolstr Service from which the material was removed or access to it disabled);
(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(iv) your full name, address, telephone number, e-mail address, and the username of your account;
(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Southern District of New York), and that you will accept Bolstr Service of process from the person who provided DMCA notification to us or an agent of such person; and
(vi) your electronic or physical signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Bolstr Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
XI. Suggestions and Submissions
Bolstr appreciates hearing from its users and welcomes your comments regarding the Bolstr Service. Please be advised, however, that Bolstr does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those that we have specifically requested. While Bolstr values your feedback on its services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send Bolstr creative ideas, Bolstr
- Shall be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
- Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and;
- Shall own, exclusively, all now known or later discovered rights to the creative ideas;
XII. Service Disclaimers, Limitations, and Prohibitions
Bolstr does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, including Companies, Investors, merchants, or third-party service providers, or any other communications posted by users. You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.
A. Prohibited Bolstr Service Uses
You agree to use the Bolstr Service only for its intended purpose. You must use the Bolstr Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Bolstr Service are prohibited. You may not:
- Aggregate, copy, duplicate any Bolstr Content (except as may be a result of standard search engine activity or use of a standard browser) on the Bolstr Service, including by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
- Use Bolstr Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands;
- Modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit Bolstr Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Bolstr or, in the case of Bolstr Content from a licensor, the owner of the Bolstr Content.
- Use data mining, meta tags robots, or other data gathering devices on the Bolstr Service;
- Remove, disable, damage, circumvent, or otherwise interfere with the security of the Bolstr Service;
- Interfere or attempt to interfere with the proper workings of the Bolstr Service;
- Gain unauthorized access to the Bolstr Service or computers linked to the Bolstr Service;
- Attempt to reverse engineer decompile, disassemble, reverse assemble, or modify any Bolstr Service source or object code or any software or other products, services, or processes accessible through any portion of the Bolstr Service;
- Frame or link to the Bolstr Service without permission;
- Attempt to or submit a virus to the Bolstr Service;
- Take any action imposing an unreasonable or disproportionately large load on Bolstr’s infrastructure or engage in any activity that interferes with a user’s access to the Bolstr Service or the proper operation of the Bolstr Service, or otherwise causes harm to the Bolstr Service, Bolstr, or other users of the Bolstr Service;
- Attempt to or obtain unauthorized access to other users’ accounts or interfere with or circumvent any feature that restricts or enforces limitations on use of or access to the Bolstr Service, the Bolstr Content or the User Content;
- Sell, transfer, or assign any of your rights to use the Bolstr Service to a third party without the express written consent of Bolstr;
- Use the Bolstr Service for any political purpose or in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to Bolstr or others;
- Use the Bolstr Service to send marketing, advertising, or other repetitious emails, text messages, telephone calls, or other communications;
- Use the Bolstr Service for transactions involving illegal objects (such as, narcotics or stolen goods), illegal activities (such as, gambling), marketing and advertising;
- Use the Bolstr Service in an illegal way or to commit an illegal act or engage in any activities through or in connection with the Bolstr Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Bolstr;
- Access the Bolstr Service from a jurisdiction where it is illegal, unauthorized, or penalized;
- Use the Bolstr Service on behalf of a business entity without the legal authority to do so;
- harvest or otherwise collect or store any information (including personally identifiable information about other users of the Bolstr Service, including email addresses, without the express consent of such users);
- Create multiple registrations, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without Bolstr’s prior consent; and;
- Control an account if another account controlled by you has performed these activities or otherwise breached these Terms.
B. Prohibition of Certain User-Provided Information
You are solely responsible for your User Content on the Bolstr Service. Bolstr does not endorse any, nor is it responsible for, User Content on the Bolstr Service. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation. All of your User Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears or is referred to in the User Content, then you must also have their permission to submit such User Content to Bolstr (for example, if someone has taken a picture of you and your friend, and you submit that photo to Bolstr as your User Content, then you must obtain your friend’s and the photographer’s permission to do so.). The following requirements apply to the User Content you post using the Bolstr Service. You may not:
- Sell, promote, or advertise products or services, particularly investment advisory services;
- Post information on behalf of another person or entity without their consent;
- Post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity, particularly in any attempt to learn sensitive information;
- Harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
- Disclose personal information about another person;
- Post User Content that promotes any infringing, illegal, or other similarly inappropriate activity;
- Post links, advertisements, or other content from competitors’ websites; or
- Post any franchise, pyramid scheme, or similar information.
If you submit User Content that Bolstr reasonably believes violates these rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User Content in question being removed from the Bolstr Service.
XIII. Your Profile and Log-In Credential Information
If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
XIV. Privacy: Use and Disclosure of Content or Other Provided Information
- Protect our or others’ rights, property, or safety.
- Investigate and prevent unauthorized transactions or other illegal activities; or
- Provide the Bolstr Service;
- Respond to law enforcement;
- Respond to your requests for customer service;
- Respond to claims that any content violates the rights of third parties;
- Enforce these Terms;
- Comply with legal process, such as a court order or subpoena;
XV. Consequences of Violating These Terms
Bolstr may review and remove any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Bolstr Service.
Bolstr reserves the right to suspend or terminate your account and prevent access to the Bolstr Service for any reason, at its discretion. Bolstr reserves the right to refuse to provide the Bolstr Service to you in the future.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by Bolstr or others caused by or arising out of your breach of these Terms or any Additional Terms and your use of the Bolstr Service.
XVI. Disclaimers and Updated Terms
Changes to the Bolstr Service. Bolstr may change, suspend, or discontinue any aspect of the Bolstr Service at any time, including hours of operation or availability of the Bolstr Service or any feature, without notice or liability. We may decline to process a transaction without prior notice to either party.
Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Bolstr Content and to use and access the Bolstr Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Bolstr and its licensors and other third parties. Any unauthorized use of any Bolstr Content or the Bolstr Service for any purpose is prohibited.
Exclusive Right to Manage our Bolstr Service. Bolstr does not control User Content and does not have an obligation to monitor it for any purpose. Bolstr has no obligation to make User Content available through the Bolstr Service. Bolstr may choose, in its sole discretion, to monitor, review, or otherwise access some User Content, but Bolstr assumes no responsibility for doing so. Bolstr assumes no responsibility for the conduct of users or other third parties. Such User Content submitted by you or others need not be maintained on the Bolstr Service by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the Bolstr Service or elsewhere. Bolstr reserves the right, in its sole discretion, to remove Your User Content, and Bolstr does not assume any obligation to remove it. To the extent permitted by law, Bolstr disclaims any liability for failing to take any such action. To the extent permitted by law, in no event shall Bolstr be liable for the deletion, loss, or unauthorized modification of any User Content.
User Disputes. You are solely responsible for your interaction with other users of the Bolstr Service, whether online or offline. Bolstr is not responsible for any disputes or disagreements between you and any other party to a transaction. You assume all risk associated with dealing with other users. You agree to resolve disputes directly with the other party. You release Bolstr of all claims, demands, and damages in disputes among users of the Bolstr Service. You also agree not to involve Bolstr in such disputes however we reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Use caution and common sense when using the Bolstr Service.
Content Accuracy. Bolstr makes no representations about accuracy, reliability, completeness, or timeliness of any contents of the Bolstr Service, including data from third-party service providers. Similarly, Bolstr makes no representations as to the quality or nature of third-party products or services obtained through the Bolstr Service. Use the Bolstr Service at your own risk.
Third-Party Websites. The Bolstr Service may include links to third-party websites and applications. You are responsible for evaluating whether you want to access or use them. Bolstr is not responsible for and does not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and Bolstr disclaims all liability arising from your use of them.
Bolstr makes no promises and disclaims all liability of specific results from the use of the Bolstr Service.
Released Parties Defined. “Released Parties” include Bolstr and its affiliates, officers, employees, agents, partners, and licensors.
A. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE BOLSTR SERVICE IS AT YOUR SOLE RISK, AND THE BOLSTR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO THE QUALITY OF THE COMPANIES, INVESTORS, OR INVESTMENT OPPORTUNITIES OFFERED ON THE BOLSTR SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE BOLSTR SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE BOLSTR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BOLSTR SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE AGREEMENTS OR TERMS AVAILABLE ON THE BOLSTR SERVICE ARE LEGALLY ENFORCEABLE IN A SPECIFIC JURISDICTION BY ANY COMPETENT COURT OR ADMINISTRATIVE BODY, (v) THE AGREEMENTS OR TERMS BETWEEN USERS ARE LEGALLY VALID AND ENFORCEABLE, (vi) THE QUALITY OF ANY COMPANIES, INVESTORS, OR INVESTMENT OPPORTUNITIES ACCESSED BY YOU THROUGH THE BOLSTR SERVICE WILL MEET YOUR EXPECTATIONS, AND (vii) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BOLSTR SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BOLSTR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BOLSTR SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE BOLSTR SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE BOLSTR SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE BOLSTR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, BOLSTR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BOLSTR SERVICE OR YOUR USE OF BOLSTR’S CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You further agree and understand that Bolstr has no liability for the loss of any information you may choose to store in your Bolstr account, your computer, or your mobile device, in the event your computer or mobile device is lost or stolen.
Users further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “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 OR HER SETTLEMENT WITH THE DEBTOR.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
By using and/or accessing the Bolstr Service, and by consenting to these Terms, you agree to defend, indemnify, and hold harmless Bolstr, its parent company, affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, claims, damages, losses, costs, investigations, judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to your (i) your User Content; (ii) your use of the Bolstr Service and your activities in connection with the Bolstr Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Bolstr Service or your activities in connection with the Bolstr Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Bolstr’s use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”). Bolstr reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Bolstr in asserting any available defenses. Notwithstanding the foregoing, Bolstr retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Bolstr.
XVII. General Terms
These Terms constitute the entire agreement between you and Bolstr concerning your use of the Bolstr Service. The failure of Bolstr to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable by a court or arbitrator of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”.
The Bolstr Service is operated in the United States, and is primarily intended for users located in these countries. Bolstr makes no representation that the Bolstr Service is appropriate or available for use beyond the U.S.A. If you use the Bolstr Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Bolstr Service may describe products and services that are available only in the U.S.A., and are not available worldwide. We reserve the right to limit the availability of the Bolstr Service and/or the provision of any content, program, product, Bolstr Service, or other feature described or available on the Bolstr Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, Bolstr Service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
Bolstr reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Bolstr Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Bolstr in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Bolstr Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Bolstr under these Terms or any Additional Terms. Upon suspension or termination of your access to the Bolstr Service, or upon notice from Bolstr, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Bolstr Service. The provisions of these Terms and any Additional Terms (including the terms applicable to User Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Bolstr in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
Bolstr may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Bolstr.
XVIII. Governing Law, Arbitration, Class Waiver, and Waiver of Jury Trial
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Bolstr agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Bolstr Service, the Bolstr Content, your User Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Bolstr’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section XVIII(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section. Your notice to us must be sent via email to: [email protected]. For a period of sixty (60) days from the date of receipt of notice from the other party, Bolstr and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Bolstr to resolve the Dispute or Excluded Dispute on terms with respect to which you and Bolstr, in each of our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section XVII(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND BOLSTR (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR BOLSTR SERVICE PURCHASED THROUGH THE BOLSTR SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE BOLSTR SERVICE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Bolstr and you regarding these Terms (and any Additional Terms) and the Bolstr Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Bolstr and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section XVIII(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Bolstr regarding these Terms and the Bolstr Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration Bolstr Service that you and an officer or legal representative of Bolstr consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in Chicago, Illinois. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Bolstr to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Bolstr will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Bolstr Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION XVIII(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section XVIII(A); (b) filing for arbitration as set forth in Section XVIII (B); or (c) filing an action in state or Federal court.
D. Injunctive Relief. The foregoing provisions of this Section will not apply to any legal action taken by Bolstr to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Bolstr Service, any Bolstr Content, your User Content and/or Bolstr’s intellectual property rights (including such Bolstr may claim that may be in dispute), Bolstr’s operations, and/or Bolstr’s products or services.
E. No Class Action Matters. YOU AND BOLSTR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section XVIII (B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section XVIII(F). Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, in state or Federal court in State of Illinois. Accordingly, you and Bolstr consent to the exclusive personal jurisdiction and venue of such courts for such matters.
G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
H. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of Illinois, without regard to its conflicts of law provisions.
I. Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE BOLSTR SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY BOLSTR (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF BOLSTR.