Providers Terms of Service
Last modified: May 26, 2021
Welcome to Providers. The following Terms of Service (“Terms”), which constitute a legally binding agreement between Propel Inc., its subsidiaries, affiliates, agents and assigns (“Propel,” “we,” “us,” and “our”) and you. We own and operate this mobile application (“Mobile App”). In order to use our Mobile App, joinproviders.com, or any other content and services we may offer here (any of which, and all together, the “Services”), you (personally and, if applicable, on behalf of the entity for whom you are using the Mobile App; collectively, “you”) must agree to and follow these Terms. By accessing, browsing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Propel, and this Agreement governs your use of the Services. If you do not agree to these terms, you may not access or use the Services.
Be sure to read these Terms carefully, and if you have any questions please contact us at:
397 Bridge St, 8th Floor,
Brooklyn NY 11201
Or, email us at: email@example.com
PLEASE NOTE THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. SEE SECTION 18 FOR DETAILS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SECTION 18.4, WITHIN THE SPECIFIED TIME FRAME.
1. MODIFICATION OF THIS AGREEMENT
Propel reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on its website, joinproviders.com. You should check this Agreement on joinproviders.com periodically for changes. All changes shall be effective upon posting. We will date the terms with the last day of revision. Your continued use of the Mobile App, joinproviders.com or the Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Propel may terminate, suspend, change, or restrict access to all or any part of the Mobile App, joinproviders.com or the Services without notice or liability.
3. MINIMUM TECHNOLOGY REQUIREMENTS TO ACCESS SERVICES
To access and use the Mobile App and Services, you must have a mobile device with access to the Internet running either Apple iOS 10.3 or higher, or Android 4.1 or higher. You must also have a valid email address and sufficient storage space to install any required mobile application. The Mobile App is available on the Apple App Store (for Apple devices) and Google Play Store (for Android devices).
4. ACCOUNT REGISTRATION
To use Propel’s Services, you must create an account with us (a “Providers Account”). In order to create and use a Providers Account, you must authenticate yourself using either a verified email address or through a third party Single Sign On provider, such as Google, Apple, or other channels that may be added over time.
When you sign up for a Providers Account, you agree to provide accurate, current and complete information. You further represent that you are a legal owner of the email address you provide or other account you use for Single Sign On, as applicable, and that you are authorized to provide us with all information necessary to facilitate your use of the Services. Propel reserves the right to monitor the Services for the purpose of determining that your usage complies with these Terms. If Propel has reasonable grounds to suspect that you have provided any information that is inaccurate, not current or incomplete, Propel may suspend or terminate your ability to use or access the Services, and refuse any and all current or future use of or access to any or all Services (or any portion thereof).
You may use Propel’s Services only if you are 18 years or older, capable of forming a binding contract with us, and not otherwise barred from using the Services under applicable law. By accessing or using the Propel Service, you warrant that you are of legal age, or the age of “majority” where you live, and that you accept full responsibility for the use of the Service. Any access to or use of the Services by anyone under the age of 13 is strictly prohibited.
You are solely responsible for all activity on your Providers Account and for the security of your phone and computer system. You should not reveal the account credentials you use to login into your Providers Account, including the account credentials you use with Single Sign On. If you lose access to the email address you use to create your Providers Account or the account you use for Single Sign On, you will lose access to your Providers Account.
5. ELECTRONIC COMMUNICATIONS
By choosing to use the Mobile App or the Services, you will receive from time-to-time disclosures, notices, documents, and any other communications about our Services, the Mobile App, or Propel from Propel (“Communications”). We can only give you the benefits of our Services by conducting business through the Internet, and therefore we need you to consent to receiving Communications electronically. This section informs you of your rights when receiving electronic Communications from us. We may discontinue electronic provision of Communications at any time in our sole discretion.
5.1 Communications in Writing
By accepting to this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time.
5.2. Minimum Requirements
You understand that, in order to view and/or retain copies of the electronic Communications, you will need either:
- A computer with an Internet connection (PCs should be running Windows 7 or higher and Internet Explorer 10 or higher, Chrome, or Firefox; Macs should be running OSX and Safari, Chrome, or Firefox); or
- A mobile device that meets the requirements described in Section 3.
You will also need a valid email address, sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.
5.3 Withdrawing Consent
You may withdraw your consent to receive Communications electronically by contacting us at firstname.lastname@example.org. If you withdraw your consent, we reserve the right to limit or close your Providers Account. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.
5.4 Updating Records
You may update the contact information through which you wish to be contacted by contacting us at email@example.com.
6. PROPEL SERVICES
Propel offers a variety of services and features collectively referred to in this Agreement as the Services. These Services include the ability to check your EBT balance instantly, track your purchase history, get a notification on your regular deposit date, save money with grocery coupons, find resources to help you save money, find jobs to earn extra income, and manage your Providers Debit Card.
6.1 Benefits Portal Integration
As part of the Services, you may choose to link your Providers Account to online accounts (“Portals”) related to certain government benefits you may receive (your “Benefits”), including the Supplemental Nutrition Assistance Program (SNAP), Special Supplemental Nutrition Program for Women, Infants, and Children, P-EBT benefits, cash assistance (TANF), and other programs delivered through an electronic benefits transfer (“EBT”) card, as well as Supplemental Security Income and other programs delivered through a Direct Express card. From time to time, Propel may introduce support for other government benefit programs, and you may choose to link additional accounts or services, as available, to your Providers account. These Portals provide government-generated information regarding your Benefits. By linking your Providers Account to a Portal, you authorize Propel to connect to the Portal on your behalf as your agent. This integration enables Propel to obtain information about your Benefits and display such information through the Services. Please note that Propel has no control over the contents of any Portal and has no responsibility for the accuracy of the data contained therein.
If you link your Providers Account to a Portal for which we support account creation, such as those operated through ebtEDGE.com, Connect EBT, or lifeincheckebt.com, and you do not have an existing account for the Portal, you also represent and warrant that you are entitled to create the Portal account and you expressly authorize Propel, as your agent, to create a Portal account on your behalf.
You acknowledge and agree that for Portals operated through ebtEDGE.com, you may not be able to sign into the Portal directly using the login credentials you have provided to Propel or that Propel has created on your behalf as a result of this integration. However, you may always create a new Portal account on ebtEDGE.com to access all features of the Portal in full.
Regardless of whether you authorize Propel to create a Portal account on your behalf or you have an existing Portal account, you authorize Propel to generate credentials associated with the creation of, or access to, your Portal account, including without limitation, user IDs and email addresses, phone numbers, and security questions and responses, to facilitate Propel’s access to your Benefits Information on the Portal. Please note that Propel cannot view and does not store your login credentials, including security questions and responses; all such login credentials are stored locally on your phone.
YOU ACKNOWLEDGE AND AGREE THAT WHEN PROPEL IS ACCESSING AND RETRIEVING BENEFITS INFORMATION FROM A PORTAL, PROPEL IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PART(IES) THAT OPERATE SUCH PORTAL. YOU EXPRESSLY AUTHORIZE PROPEL TO ACCESS THE PORTAL VIA REQUESTS PROPEL INITIATES FROM YOUR DEVICE AS YOUR AGENT. YOU EXPRESSLY AUTHORIZE THE PORTAL TO DISCLOSE YOUR PORTAL ACCOUNT INFORMATION TO PROPEL.
Propel will only access your Portal account when you are using the Service. If you do not want Propel to access your Portal account, you should stop using the Service.
6.2 Providers Debit Card
We may allow you to apply for a Providers Debit Card through your Providers Account. The Providers Debit Card is a general purpose reloadable prepaid card issued by Sutton Bank, Member FDIC, and managed by Propel. If you obtain a Providers Debit Card, you will be able to manage your associated debit card account and card, view your transaction history and other account information, perform certain transactions, and access various features of your account and card (collectively, “Debit Card Account Services”) through your Providers Account. Your use of the Debit Card Account Services is governed by this Agreement. However, your use of the Providers Debit Card (including transactions you initiate through the Debit Card Account Services) is governed by the Providers Debit Cardholder Agreement.
The information about your Providers Debit Card that you access through the Debit Card Account Services will generally be current as of the business day you access the information, unless another time is specified.
Only owners of a Providers Debit Card are permitted under this Agreement to access the Debit Card Account Services. By using the Debit Card Account Services, you agree that we are entitled to act on transaction or any other instructions we receive through your Providers Account on the Mobile App, and you agree that any actions taken through your Providers Account will have the same effect as a signature authorizing the transaction or other action. We reserve the right to deny transactions or any other actions you authorize through the Debit Card Account Services:
- If, through no fault of ours, you do not have enough available funds on your Providers Debit Card to make a transfer or payment.
- If the Debit Card Account Services or your mobile device are not working properly.
- If circumstances beyond our control prevent us from making a transfer, payment or taking an action you request us to take.
- If money on your Providers Debit Card is subject to legal process or other encumbrance restricting the transfer.
- If you do not give complete or correct instructions for a transfer or payment, or you do not follow the procedures in this or any other agreement you have with us.
- If we have disabled the Debit Card Account Services.
- If we have reason to believe that you or someone else is using the Debit Card Account Services for fraudulent or illegal purposes, or if we believe that a person other than you is accessing your Providers Account.
There may be other exceptions described in the Providers Debit Cardholder Agreement. Please see your Providers Debit Cardholder Agreement for more information about your Debit Card.
7. Telephone Calls and Text Messaging
You consent to receive short message service messages, including text messages, (“messages”) and telephone calls (including prerecorded and artificial voice and autodialed) from Propel, its agents, representatives, affiliates or anyone messaging or calling on Propel’s behalf at the specific number(s) you have provided to Propel with one-time passwords for authentication (“2FA codes” or “authentication codes”) or for service-related information such as alerts, or questions about your use of the Services. You certify, warrant and represent that the telephone number you have provided to Propel is your contact number and not someone else’s. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to Propel. You agree to promptly alert us whenever you stop using a telephone number. Propel and its agents, representatives, affiliates and anyone calling on Propel’s behalf may use such means of communication described in this section even if you will incur costs to receive such communication.
If you use the Providers Debit Card, we will send you authentication codes when signing up for your account or logging back into your account. We may introduce additional messaging options for account-related updates and information in future. Message frequency may vary.
If you would like to stop receiving text messages, reply with the keyword STOP. We may continue to send you authentication codes to access your account, but you may add the number to your phone’s blocked numbers list if you no longer wish to receive authentication codes.
If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at firstname.lastname@example.org.
Carriers are not liable for delayed or undelivered messages.
Standard message and data rates may apply to all messages. We may modify or terminate our message services from time to time, for any reason, and without notice, including the right to terminate our message services with or without notice, without liability to you.
8. INTELLECTUAL PROPERTY and CONTENT RIGHTS
The Mobile App, joinproviders.com and the Services are owned and operated by Propel. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the “Propel Materials”) are owned exclusively by Propel or the licensors or suppliers of Propel and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Nothing on this joinproviders.com, Mobile App or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Propel Materials displayed on the Mobile App, joinproviders.com or the Services, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of Propel Materials found on the Mobile App, joinproviders.com or the Services unless in accordance with written authorization by us. Propel prohibits use of any of the Propel Materials as part of a link to or from the Mobile App, joinproviders.com or the Services unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Propel Materials, or whether any mark or logo is a Propel Material, should be referred to Propel. All rights related to the Propel Materials are hereby reserved.
You agree that the Propel Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Propel. You acknowledge that the Propel Materials are and shall remain the property of Propel. You may not modify, participate in the sale or transfer of, or create derivative works based on any Propel Materials, in whole or in part.
9. THIRD PARTY LINKS and THIRD PARTY CONTENT AND SERVICES
Any and all software, content and services (including advertising) within the Services that are not owned by Propel are “third party content and services.” Propel acts merely as an intermediary service provider of, and accepts no responsibility or liability for, third party content and services. In addition and without limiting the generality of the foregoing, the Services may include links to sites operated by third parties, including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Propel does not control such sites, and is not responsible for their content, policies, or collection, use or disclosure of any information those sites may collect.
10. ADDITIONAL INFORMATION: APPLE APP STORE
This Section applies to any Propel software that you acquire from the Apple App Store or use on an iOS device (“iOS App”). You must comply with any applicable third-party terms of service when using the iOS App. You and we acknowledge the following:
Apple is not a party to these Terms. Propel, and not Apple, is solely responsible for the iOS App and the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. Apple is not responsible for addressing any claims by you or any third party relating to the iOS App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the iOS App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
Additionally, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Propel and you each have the right to terminate or cancel any of your Providers Account, if applicable, at any time for any reason, including for a breach of these Terms by you. Subject to applicable law, Propel may terminate this Agreement at any time without notice, or suspend or terminate your access and use of the Mobile App, joinproviders.com or the Services at any time, with or without cause, in Propel’s absolute discretion and without notice. The following provisions of this Agreement shall survive termination of your use or access to the Mobile App, joinproviders.com or the Services: the sections concerning Indemnification, Limitations on Warranties, Limitation of Liability, Dispute Resolution by Binding Arbitration, and General Terms, and any other provision that by its terms survives termination of your use or access to the Mobile App, joinproviders.com or the Services.
Propel further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Mobile App, joinproviders.com or Services at any time with or without notice.
12. LIMITATIONS OF USE
You agree to use the Services only for lawful purposes. You are prohibited from any use of the Services that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Services, including but not limited to unauthorized entry into Propel’s systems, misuse of passwords, or misuse of any information posted on through the Services is strictly prohibited. Propel makes no claims concerning whether use of the Services is appropriate outside of the United States. If you access the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Without limitation, you agree that you will not, directly or indirectly:
- Use the Services in a manner that violates these Terms or any applicable law, rule, or regulation, or for any unintended purpose;
- Except as expressly permitted by these Terms, copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Mobile App or part of the Service;
- Use the Services or any of our marks commercially, for benchmarking, or to compile information for a competitive product or service;
- Reverse engineer, decompile, tamper with or disassemble the technology used to provide the Services (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law or to the extent as may be permitted by the licensing terms governing use of any open-source components), or otherwise attempt to obtain source code;
- Interfere with or damage the Services or our servers, including, without limitation, through the use of viruses, malware, harmful code, denial of service attacks, forged information, or similar methods or technology;
- Impersonate or misrepresent your identity or affiliation with a person, entity or organization or use a false identity;
- Attempt to obtain unauthorized access to the Services or any materials or information not intentionally made available through the Service;
- Collect information about users of the Service;
- Violate, misappropriate or infringe a third party’s intellectual property or other right through the Service; or
- Interfere with any third party’s ability to use or enjoy, or our ability to provide, the Service.
Propel reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and Propel also reserves the right to take action to protect Propel, other users, and other third parties from any liability, fees, fines, or penalties. We make take actions including, but not limited to: 1) updating information you have provided to us so that it is accurate, 2) limiting or completely closing your access to the Services, 3) suspending or terminating your ability to use the Services on an ongoing basis, 4) taking legal action against you, 5) holding you liable for the amount of Propel’s damages caused by your violation of this Agreement.
13. LIMITATIONS ON WARRANTIES
While we try to keep our Services safe and functioning, using our Services exposes you to some risks. Propel is not responsible for any harm you may experience. Specifically:
THE MOBILE APP, joinproviders.com AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROPEL AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “PROPEL PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE MOBILE APP, joinproviders.com OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MOBILE APP, joinproviders.com OR THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE PROPEL PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE MOBILE APP, joinproviders.com, OR THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE PROPEL PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOBILE APP, joinproviders.com, OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA. PLEASE NOTE, THE ABILITY TO EXCLUDE WARRANTIES VARIES IN DIFFERENT JURISDICTIONS. TO THE EXTENT THAT A JURISDICTION PLACES LIMITS ON THE ABILITY FOR A PARTY TO EXCLUDE WARRANTIES, THESE EXCLUSIONS EXIST TO THE EXTENT PERMITTED BY LAW. BECAUSE OF THIS JURISDICTIONAL VARIANCE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY
THE PROPEL PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF THE MOBILE APP, joinproviders.com OR THE SERVICES, THE PROPEL MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE MOBILE APP, joinproviders.com OR THE SERVICES, EVEN IF PROPEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROPEL PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE MOBILE APP, joinproviders.com OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE MOBILE APP, joinproviders.com OR THE SERVICES. IN NO EVENT WILL THE PROPEL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). 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 SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MOBILE APP, joinproviders.com OR THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, SUBJECT TO APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PROPEL IS TO STOP USING THE SERVICES AND PROPEL SOFTWARE, AND TO CANCEL ANY AND ALL OF YOUR PROVIDERS ACCOUNTS, IF APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT PROPEL IS NOT LIABLE FOR ANY ACT OR FAILURE TO ACT ON ITS OWN PART, OR FOR ANY CONDUCT OF, OR COMMUNICATION OR USER CONTENT POSTED WITHIN THE SERVICES BY, ANY PROPEL SERVICE USER. IN NO EVENT SHALL PROPEL’S OR ITS EMPLOYEES', CONTRACTORS', OFFICERS', DIRECTORS' OR SHAREHOLDERS' LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO PROPEL FOR YOUR PARTICIPATION IN ANY PROPEL SERVICE. IN NO CASE SHALL PROPEL OR ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS OR SHAREHOLDERS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR PROPEL SOFTWARE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SUCH LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT PROPEL IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PROPEL LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF SOCIAL NETWORKING AND OTHER EXTERNAL SITES, AND THAT THE RISK OF USING OR ACCESSING THE SERVICES AND PROPEL SOFTWARE, SOCIAL NETWORKING SITES AND OTHER EXTERNAL SITES, AND OF INJURY FROM THE FOREGOING, RESTS ENTIRELY WITH YOU.
15. NO LEGAL TAX OR FINANCIAL ADVICE; ALERTS
PROPEL DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE MOBILE APP, joinproviders.com OR THE SERVICES. PROPEL IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. PROPEL ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING OTHER FINANCIAL DECISION. PROPEL WILL MAKE REASONABLE EFFORTS TO PROVIDE TIMELY AND ACCURATE ALERTS TO YOU, BUT YOU ACKNOWLEDGE AND UNDERSTAND THAT ALERTS MAY BE DELAYED OR PREVENTED FOR VARIOUS REASONS. PROPEL DOES NOT GUARANTEE THE DELIVERY, ACCURACY, OR TIMELINESS OF ALERTS. FURTHER, PROPEL IS NOT LIABLE FOR ANY ERRORS IN THE DELIVERY OR CONTENT OF AN ALERT, AND PROPEL IS NOT LIABLE FOR ACTIONS YOU TAKE, OR DO NOT TAKE, IN RELIANCE ON ALERTS. PROPEL IS NOT LIABLE FOR ANY THIRD PARTY RELIANCE ON ALERTS.
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Propel Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Propel reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Propel.
17. APPLICABLE LAW, JURISDICTION, AND VENUE
These Terms, your use of the Service, and any other matter relating to Propel will be governed by the laws of the state of New York, without regard to conflict of laws principles.
18. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS “DISPUTE RESOLUTION BY BINDING ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND PROPEL, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.
18.1 Scope of Arbitration Provision
You and Propel agree that any and all past, present and future dispute, claims, or causes of action arising out of or relating to your use of any of the Services, these Terms, or any other controversies or disputes between you and Propel or any of Propel’s affiliates, licensors, distributors, suppliers or agents, whether arising prior to or after you agreed to the Terms (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) you opt out as provided in Section 18.4 below; or (B) your Dispute is subject to an exception to this agreement to arbitrate set forth in Section 18.8. You and Propel further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action.
18.2 Informal Dispute Resolution.
Propel wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Propel, you agree to try to resolve the Dispute informally by contacting email@example.com. Similarly, Propel will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Propel may initiate an arbitration proceeding as described below.
18.3 We Both Agree To Arbitrate.
By agreeing to these Terms, you and Propel each and both agree to resolve any Disputes through final and binding arbitration as discussed herein, except as set forth under “Exceptions to Agreement To Arbitrate” below.
18.4 Opt-Out of Agreement to Arbitrate.
If you do not wish to be subject to this arbitration agreement, you may opt out of this arbitration provision by sending a written notice to firstname.lastname@example.org within thirty (30) days of first accepting these Terms. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Propel through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth in 18.8 below. By opting out of the agreement to arbitrate, you will not be precluded from using the Propel Service, but you and Propel will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
18.5 Arbitration Procedure and Fees.
You and Propel agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought (“AAA Rules”). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Notwithstanding any language to the contrary in this Section 18, if a party seeks injunctive relief that would significantly impact other Propel users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
You and Propel further agree that the arbitration will be held in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If Propel elects arbitration, Propel shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, Propel will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise required by law. This Section 18 “Dispute Resolution by Binding Arbitration” shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
18.6 Arbitration Shall Proceed Individually.
Regardless of the rules of a given arbitration forum, you and Propel agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Propel may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Propel will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
18.7 Class Action and Collective Arbitration Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR PROPEL SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 18.7 SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.
18.8 Exceptions to Agreement to Arbitrate.
Notwithstanding your and Propel’s agreement to arbitrate Disputes, either you or Propel retain the following rights: you and Propel retain the right (A) to bring an individual action in small claims court; and (B) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
18.9 Judicial Forum for Disputes.
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Propel agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New York County, New York. Both you and Propel consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
18.10 Survival and Severability of This Arbitration Provision.
This Section 18 “Dispute Resolution By Arbitration” shall survive the termination or expiration of these Terms. With the exception of Section 18.7 “Class Action and Collective Arbitration Waiver,” if a court decides that any part of this Section 18 is invalid or unenforceable, then the remaining portions of this Section 18 shall nevertheless remain valid and in force. In the event that a court finds that all or any portion of Section 18.7 “Class Action and Collective Arbitration Waiver” to be invalid or unenforceable, then the entirety of this Section 18 “Dispute Resolution By Arbitration” shall be deemed void and any remaining Dispute must be litigated in court pursuant to Section 18.9.
Except as otherwise set forth in Section 18, if any part of these Terms is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.
20. GENERAL TERMS
20.1 Reservation of Rights
Propel and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
20.2 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Propel and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Propel and you regarding the Services. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Propel’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Propel may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any third party, other than those rights or remedies described in Section 10, as applicable.
Any notices or other communications provided by Propel under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
20.4 Waiver of Rights
Propel’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Propel. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
21. CONTACT US
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