Returnly Shopper Terms of Use July 29, 2021

Returnly Holdings, LLC enables Merchants to provide return, refund and exchange services to their Shoppers. To use services powered by Returnly, you must agree to these Terms.

PLEASE READ THESE SHOPPER TERMS OF USE CAREFULLY. BY ACCESSING THE RETURNLY SERVICES TO INITIATE AND PROCESS A RETURN OR EXCHANGE YOU AGREE TO BE BOUND BY THE (1) RETURNLY SHOPPER TERMS OF USE AND (2) RETURNLY PRIVACY POLICY AND PRIVACY NOTICE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE RETURNLY SERVICES. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

What Are You Agreeing to?

Parties to this Agreement. These Shopper Terms of Use (the “Terms”) describe a contractual relationship (the “Agreement”) between you, the Shopper, (“Shopper”, “you” or “your”) and Returnly Holdings, LLC, a wholly owned subsidiary of Affirm, Inc. (“Returnly,” “we,” “us,” or “our”) to return or exchange items you purchased from an ecommerce retailer (“Merchant”), using the Returnly online returns platform, and/or any technology applications and associated features and functionality provided by Returnly (the “Returnly Services” or “Services”).

By using the Returnly Services to initiate and process a return or make an exchange, you agree to be bound by these Terms and the Returnly Privacy Policy at https://returnly.com/privacy, and other agreements and policies incorporated herein by reference.

Changes to this Agreement. PLEASE READ THESE TERMS CAREFULLY, AS THEY MAY HAVE CHANGED. We reserve the right to change these Terms, or any portion thereof, at any time, without notice, in our sole discretion. Your continued use of Returnly after any such changes constitutes your acceptance of these Terms, as updated. If you do not agree to these Terms, or any changes to these Terms, do not use Returnly Services.

Conflicts. In the event of any conflicts between these Terms and a Merchant’s terms and policies, these Terms will control with respect to the Returnly Services.

About Returnly

Returnly is an online platform that enables Merchants to provide their Shoppers a streamlined item returns, refunds and exchange process. A Merchant may, in its discretion, offer its Shoppers the following return and exchange Services powered by Returnly:

  1. Domestic Returns: the ability for you to easily print a label or use a QR code to present to the shipping carrier in order to return an item by mail or by dropping it off at a Merchant’s physical store.
  2. International Returns: the ability for you to easily print a label and return an item purchased from an international Merchant.
  3. Returnly Credit: the ability for you to use the value of your returned items to obtain new items from the same Merchant before the Merchant has received your returned items. Returnly Credit may also be known as “Instant Credit”, “Instant Refund” “Instant Exchanges” or the like. With an “Instant Exchange” you may still obtain new items from the same Merchant before the Merchant has received your returned items, but your new items may be limited to an exchange for a different size, color or other variation.

The Returnly Services and associated terms are described in more detail below.

Merchant Products and Policies

This Agreement is limited to your use of the Returnly Services provided via a Merchant’s ecommerce website (the “Merchant Website”). All Merchant Websites are the property of the Merchant and Returnly does not take any responsibility for any content, services, or products provided by the Merchant. Use of the Merchant’s Website and any purchases made are in accordance with the Merchants terms of use, return policy and privacy policy. Merchants are solely responsible to you for the care, quality and delivery of any items purchased from their Merchant Website. RETURNLY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY ITEMS PURCHASED AT A MERCHANT OR FOR ANY HARM, DAMAGES OR LOSS IN CONNECTION WITH OR CAUSED BY ITEMS PURCHASED AT A MERCHANT OR YOUR RELIANCE ON THE CONTENT, WEBSITE, OR BUSINESS PRACTICES OF A MERCHANT.

Ownership of Returnly

Returnly, any content on Returnly’s website or its platform, and the Returnly Services are proprietary to us, our affiliates, partners, Merchants and/or third party providers. By using Returnly and accepting these Terms (a) Returnly grants you a limited, personal, non-transferable, nonexclusive, revocable right to use Returnly and the Returnly Services pursuant to these Terms and to any additional terms provided by us; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or resell any content, software, products or services obtained from or through Returnly without our express written permission. All rights in or to Returnly not expressly granted to Shopper are reserved exclusively by Returnly.

We own and have the unrestricted right to use and incorporate into Returnly, any suggestions, enhancement requests, recommendations, or other feedback provided by Shopper relating to Returnly.

Shopper Use Requirements

By using Returnly as a Shopper, you agree to the following:

  1. You are required to be at least 18 years old, or the age of majority in the state or jurisdiction where you reside;
  2. You attest that you have the capacity and ability to enter into an agreement;
  3. You understand that Returnly Credit is not a loan, and your use of Returnly Credit does not alter your obligations under the Merchant’s return policy except as expressly set forth in these Terms;
  4. You will use Returnly only to make timely, legitimate returns in good faith and in accordance with these Terms and the Merchant’s return policies and procedures;
  5. You will only make returns and obtain refunds for your own personal use or enjoyment;
  6. You will provide and maintain accurate and updated contact information;
    You will not attempt to use Returnly’s platform or website with crawlers, robots, data mining or extraction tools or any other similar functionality;
  7. You will not use Returnly to (i) collect, upload, transmit, display, or distribute any content or other information or material that violates any third-party right or that you do not have the rights to; (ii) carry out conduct that is unlawful, harassing, tortious, threatening, or invasive of another’s privacy or other rights; or (iii) conduct any action that is in violation of any law, regulation, or obligation or restriction imposed by any third party;
  8. You will not modify, reverse engineer, alter, decompile, translate, or disassemble Returnly, or any part thereof, or remove, conceal, or obliterate any copyright, trademark, or other proprietary notice or any attribution or other mark or source identifier contained in Returnly;
  9. You will notify us immediately of any unauthorized use or suspected unauthorized use of Returnly or other breach of security; and
  10. Your use of Returnly will at all times comply with these Terms.

Domestic and International Returns

Returnly enables a Merchant to offer you the following return and/or exchange services via the Returnly platform:

  1. Provide a Reason for a Return
    In order to offer you a better shopping experience, once you initiate a return, you will be prompted to provide a reason for returning an item.
  2. Exchanges and New Purchase
    If you wish to exchange an item, you may be offered the ability to browse and purchase a new item. Unless you are offered “Returnly Credit” or an “Instant Exchange” as described below, any exchanges will be shipped only after your original item(s) are shipped or received by the Merchant.
  3. Domestic Returns
    Once you initiate a return in the same country or region as the Merchant, you may be offered the option to ship your return to the Merchant and/or drop off your return at a Merchant’s physical storefront or other designated location. If you choose to drop off your return at a Merchant’s store or other location, you will need to present your return drop off code or email address associated with your purchase. If you choose to ship your return using a shipping carrier, you will be offered the option to either print out a prepaid shipping label and/or the ability to present a QR code on your mobile device at a shipping facility to create a label onsite. Your choice of shipping carrier (USPS, UPS or FedEx) is determined by the Merchant. For all returns by mail, please package your item(s) in accordance with the Merchant’s policies, and ensure that your package is dropped off at the shipping carrier’s facility. All item(s) must be received at the Merchant’s facility in the condition described by the Merchant in its return policy.
  4. International Returns
    If you wish to return an item internationally to a Merchant in a different region or country from where you are located, you may be offered the option to use Returnly’s Services to print out a shipping label and related documentation such as a packing slip and customs documentation. Please package your item(s) in accordance with the Merchant’s policies, print and afix your shipping label to the package with related documentation and drop it off at the international shipping carrier location. Returnly does not offer return services in all countries, and if a label is not made available, please contact the Merchant for other options including using a shipping carrier of your choice to return your item(s).
  5. Tracking Returns
    If you use Returnly’s Services to initiate a return, the Returnly platform gives you the ability to track the status of your return.
  6. Shipping Costs
    Shipping costs for a return is determined by the Merchant in accordance with the Merchant’s terms and policies.

How Returnly Credit and Instant Exchanges Work

After initiating the return process with a Merchant using the Returnly Services, you may be offered the option to use Returnly Credit or make an “Instant Exchange” to subsequently obtain new items from the same Merchant. Not all Merchants may offer Returnly Credit to its Shoppers. Even if Returnly Credit is offered by a Merchant, Returnly reserves the right, in its sole discretion, to determine if Returnly Credit will be offered to a Shopper. Even if you have used Returnly Credit in the past, you may not be eligible to use Returnly Credit for a new purchase. If you are offered Returnly Credit, you will be able to obtain new items from the same Merchant by presenting the Returnly Credit code during checkout.

Returnly Credit is not a loan and you are not granted any right to defer payment to us or the Merchant. Returnly Credit simply allows you to obtain new items from a Merchant in exchange for your items being returned to the same Merchant, before those items are received by the Merchant. Upon using Returnly Credit for new items, you are obligated to immediately return your original items to the Merchant in accordance with these Terms and the Merchant’s return policy.

If you are not offered Returnly Credit, any exchanges will be shipped only after your original items are received by the Merchant.

  1. Issuance of Returnly Credit
    Returnly Credit is non-transferrable, and may only be used by a Shopper who has consented to these Terms. Returnly Credit may only be used with the Merchant with which Shopper has made a purchase, and initiated a return through Returnly.
  2. Returnly Credit Value
    The value of Returnly Credit may not be the same as the original item purchase price. It is an estimate based on the original item purchase price, less any discounts, coupons, or like reductions used by Shopper, less any expected return fees and/or charges (e.g., shipping and handling fees, restocking fees) as determined by the Merchant’s refund/return policies, or other applicable rules.
  3. Returnly Credit Use Restrictions
    Returnly Credit is only valid for a specified period of time, typically matching the Merchant’s refund policy timeline. Shopper may fully or partially apply the value of Returnly Credit to obtain new items from the Merchant until the Returnly Credit expiration date or the Merchant processes your return and issues the refund to your original payment method, whichever is earlier.
  4. Remaining Returnly Credit Value
    Any Returnly Credit value remaining after Shopper has used Returnly Credit to obtain new items from a Merchant can either be used to obtain additional items from the Merchant before the Returnly Credit expiration date, or if not used, will be refunded to Shopper in accordance with the Merchant’s refund policy, typically to the original payment method used for the initial purchase. For example, if Shopper made an initial purchase with a credit card, the remaining value of Returnly Credit, if any, will be refunded to the same credit card, provided that such balance is not used prior to the Returnly Credit expiration date.
  5. New Item Cost Greater than Returnly Credit
    If the cost of the new item is greater than the value of the Returnly Credit, Shopper will be required to pay the difference using a separate payment method that is accepted by the Merchant. Returnly does not have any responsibility for payments made by a separate payment method, and such additional payments are the sole responsibility of Shopper.
  6. Shopper To Return Items to Merchant
    Upon using Returnly Credit to obtain a new item, Shopper is obligated to immediately return the original items to the Merchant within the timeframe disclosed during the refund process, and in accordance with a Merchant’s return policy. Shopper must select a shipping method provided by us (includes tracking) by which to send the returned items to the Merchant within the timeframe provided.
  7. Shopper Does Not Use Returnly Credit
    If Shopper does not use Returnly Credit, the Returnly Credit will expire on its expiration date and will no longer be available for use. Shopper must return the original items pursuant to the Merchant’s return and/or refund policies. We are not a party to return or refund transactions where Returnly Credit is not used or has expired (and is invalid).
  8. Shopper Does Not Accept Returnly Credit
    If Shopper does not accept Returnly Credit or consent to these Terms, Shopper must follow the Merchant’s own return and/or refund policies to make any returns. For clarity, we are not a party to, and do not provide any services to Shopper or the Merchant, where Returnly Credit is not accepted and/or used.
  9. Our Right to Invoice You
    If Shopper uses Returnly Credit, but fails to return the original items in accordance with these Terms, or the Merchant refuses to accept the return in accordance with its return policy (for example, items are received damaged), Returnly – and not the Merchant – shall have the right to engage in efforts to recover the value of the original items that were not returned. These efforts may involve contacting you directly via email or SMS, or taking legal action to obtain liquidated damages equal to the value of the original items.
  10. Proprietary Rights
    As between Shopper and Returnly, all content, documentation, code, data, and related materials made available by us on and through Returnly and all intellectual property rights contained therein are, and will at all times remain, our sole and exclusive property. Shopper agrees that at no time, including after the termination of these Terms, will Shopper attempt to register any trademarks (including domain names) that are confusingly similar in any way to ours, our Site and/or Product.

Use of Electronic Communications

Returnly is provided solely online. When you use Returnly or contact our team, you are using electronic communications. By using Returnly, you agree that all contracts, agreements, and amendments arising from or relating in any way to your or our rights or obligations hereunder, will be provided either through Returnly or via electronic mail or SMS to your last confirmed email address or phone number. The decision to do business with us electronically is yours.

By agreeing to electronic communications, you confirm having access to necessary hardware and software equipment to receive, open, print, and download copies of communications. You should print a copy of these Terms for your records.

You understand and agree that if we send you an electronic communication but you do not receive it because your email address on file is incorrect, out of date, or blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the communication to you.

You may withdraw your consent to electronic communications by contacting us via email at support@returnly.com. If you withdraw your consent to electronic communications, you must stop using Returnly.

How to Contact Us

We strive to make every effort to address your needs, comments and concerns. You agree to inform us promptly of changes to your contact information by emailing us at support@returnly.com, and by updating such information in your Shopper Account.

Termination/Cancellation

These Terms will remain in full force and effect while you use Returnly. We may suspend your use of Returnly at any time, including if we believe any transaction using a Returnly Credit code has been unauthorized. Upon termination of these Terms, your right to access and use Returnly will terminate immediately.

Non-Transferability

Shopper may not assign these Terms (and any incorporated agreements) to any other person or entity. The right to use Returnly shall not be sold or transferred to any other person or entity without our prior written consent. Any assignment or transfer in violation of this provision shall be null and void.

DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE RETURNLY “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL SUCH WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED. WE DO NOT REPRESENT OR WARRANT THE RESULTS THAT MAY BE OBTAINED FROM USE OF RETURNLY, THAT USE OF RETURNLY WILL BE SECURE, ERROR-FREE, OR UNINTERRUPTED, OR THAT RETURNLY WILL MEET SHOPPER’S REQUIREMENTS.

WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY ITEM ADVERTISED OR OFFERED BY A THIRD PARTY, INCLUDING A MERCHANT, THROUGH THEIR SITE. IF A MERCHANT PROVIDES ANY WARRANTY, THAT WARRANTY IS BETWEEN SHOPPER AND THE MERCHANT AND NOT US.

NOT A CARRIER; RELEASE SHOPPER ACKNOWLEDGES AND AGREES THAT, (A) RETURNLY IS ONLY A SOFTWARE PROVIDER THAT IS FACILITATING COMMUNICATION WITH POTENTIAL SHIPPING CARRIERS TO ENABLE SHOPPERS TO RETURN PRODUCTS TO THE MERCHANT (OR OTHER REQUESTED THIRD PARTY), AND RETURNLY IS NOT IN ANY WAY ITSELF A SHIPPING CARRIER; (B) RETURNLY IS NOT INVOLVED IN ANY PART OF THE SHIPPING PROCESS, AND CANNOT AND WILL NOT BE LIABLE FOR ANY ERRORS BY SHOPPER, THE MERCHANT, ANY SHIPPING CARRIER OR THIRD PARTY WHICH OCCUR AS PART OF THE SHIPPING PROCESS; AND (C) NEITHER RETURNLY NOR ANY OF ITS AFFILIATES AND ITS AND THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR LICENSORS (COLLECTIVELY, THE “RETURNLY PARTIES”) SHALL BE LIABLE, DIRECTLY OR INDIRECTLY, TO SHOPPER, MERCHANT, OR ANY OTHER PERSON, FOR ANY ERROR OCCURRING AS PART OF THE SHIPPING PROCESS WHICH IS THE RESULT OF A SHIPPING CARRIER’S ACTS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, FOR ANY DELAYED SHIPMENT, LOST SHIPMENT, MISTAKEN SHIPMENT OR DAMAGED SHIPMENT.

Limitation of Liability

Returnly and the Returnly Parties (as defined above) shall have no liability to Shopper or any other party for any direct, indirect, incidental, special, consequential, lost profit, lost business or punitive damages, arising out of, related to, or in connection with these Terms and/or your use of Returnly. You agree that our total liability for all damages, losses, or causes of action of any kind or nature shall be limited to the greatest extent permitted by applicable law.

Indemnity

Except as may be limited by applicable law, you agree to indemnify and hold us and the Returnly Parties harmless from any third party claim, damage, and expense, including reasonable attorneys’ fees and costs, arising out of, or in connection with your use or misuse of Returnly, any content or information you submit to or through Returnly, and/or any breach of these Terms.

How Returnly Resolves Disputes

If a dispute arises between you and Returnly, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. In the event of a dispute we encourage you first to contact Returnly by emailing us at support@returnly.com to try resolving your problem directly with us.

Mandatory Arbitration. THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF SERVICE BY USING THE RETURNLY SERVICE.

Any dispute or claim relating in any way to your use of the Returnly Services, a product offered or provided by or through the Returnly Service, or otherwise arising out of or relating to this Agreement or the Services that cannot be resolved directly between you and Returnly shall be resolved by binding arbitration under the Consumer Arbitration Rules ("the Consumer Rules") of the American Arbitration Association ("AAA"), rather than in court. Except as otherwise explicitly provided in this Section, this broadly includes: any claims based in contract, statute, tort, fraud, consumer rights, misrepresentation, equity or any other legal theory; initial claims, counterclaims, cross-claims and third-party claims; federal, state and local claims; and claims which arose before the date of this Agreement. The Federal Arbitration Act ("FAA") and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court and must apply and follow the terms of this Agreement as a court would. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. Any judgment on the award rendered by the arbitrator will be final and may be entered in any court of competent jurisdiction.

YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

Either you or we can initiate arbitration through AAA, an alternative dispute resolution provider, or by filing a motion to compel arbitration of claims filed in court. Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. If AAA cannot serve, a court with jurisdiction shall select the arbitrator, who will apply the AAA rules and procedures specified in this Section. Any arbitration will be governed by the then-current Consumer Rules of the AAA, and its Procedures for the Resolution of Disputes through Document Submission

("Document Submission Procedures"). The Consumer Rules are available at the AAA website: www.adr.org. The Document Submission Procedures are included in the Consumer Rules. Your arbitration filing fees will be governed by the Consumer Rules. If it is determined by the arbitrator that you cannot afford such fees, Returnly will pay all arbitration fees and expenses. The arbitration will be conducted solely based on written submissions. The arbitration will not require any personal appearance by the parties or witnesses unless the arbitrator determines that a telephonic or in-person conference or hearing is necessary based on the request of one or more of the parties. Disputes or controversies about the validity, enforceability, coverage or scope of this Section or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about the Agreement as a whole are for an arbitrator and not a court to decide.

CLASS ACTION WAIVER: You and Returnly each agree that any arbitration will be conducted only on an individual basis and not as a class, consolidated or representative action. To the fullest extent permitted by law, (a) no arbitration will be joined or consolidated with any other; (b) there is no right or authority for any dispute to be arbitrated on a class-action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Returnly and/or you individually.

If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Even if all parties have opted to litigate a claim in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Section. You and Returnly each agree that any disputes seeking to enforce or protect, or concerning the validity of intellectual property rights will not be subject to binding arbitration under this Section. In addition, pursuant to the Consumer Rules, any party may proceed with their individual claims in small claims court if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s jurisdictional limits; but if that action is transferred, removed or appealed to a different court, arbitration can be elected. If any portion of this Section is inconsistent with the Consumer Rules or other provisions of this Agreement, this Section shall govern. This Section shall survive termination of this Agreement and any bankruptcy by you, to the extent consistent with applicable bankruptcy law. No portion of this Section may be amended absent a written agreement signed by all parties. If any portion of this Section is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Section, except that: (A) If the Class Action Waiver is limited, voided or found unenforceable, then this Section (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (B) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Section prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have a preclusive effect in an arbitration between the parties to this Section.

RIGHT TO OPT OUT: If you do not want this Section to apply, you must send Returnly a signed notice within 30 calendar days after you agree to be bound by the Agreement as described above. You must send the notice in writing (and not electronically) to Returnly, Inc. Attn. "Terms of Service Mandatory Arbitration Opt Out", 30 Isabella Street, Floor 4, Pittsburgh, PA 15212. You must provide your name, address, and phone number and state that you "opt out" of Mandatory Arbitration within the Returnly Terms of Service. Opting out of this Mandatory Arbitration provision will not affect the other provisions of this Agreement. If you properly and timely opt out of Mandatory Arbitration as described herein, your opt out request will apply only to this Agreement and not any other agreement between us.

Force Majeure

Returnly will not be responsible for any delays or any failure to fulfill its obligations hereunder if and to the extent such delay or failure is due to causes beyond its reasonable control.

Privacy Policy

We encourage you to review our Privacy Policy for important information and disclosures on the ways we collect, use and share your personal data as well as your choices regarding such data. By agreeing to these Terms, you also agree to Returnly’s Privacy Policy at https://returnly.com/privacy, which is incorporated by reference herein.

Third Party Websites

Returnly may link to websites maintained by other parties, including Merchants and other third party providers. These links are provided solely as a convenience to you. We expressly disclaim any representations regarding the content or accuracy of materials on these websites or the privacy policies posted on these websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services available on or through any such linked site or resource.

Choice of Law

These Terms shall be governed by and construed in accordance with the laws of the state of California, excluding its conflicts of law rules. The parties irrevocably agree that any legal action, suit or proceeding arising out of this Agreement shall be brought solely and exclusively in the State or Federal courts of San Francisco County, California. Each party expressly consents to the jurisdiction of such courts and waives any objections or right as to forum non conveniens, lack of personal jurisdiction or similar grounds.

Severability

If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Headings are for reference only and in no way define, limit, construe, or describe the scope or extent of such section.

Entire Agreement

These Terms (including any incorporated agreement) constitute the entire agreement between the parties relating to the subject matter hereof, and supersede any and all previous representations, warranties, covenants and understandings between the parties as to the subject matter hereof.