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TERMS OF SERVICE
LAST UPDATED: JANUARY 07, 2022
Welcome, and thank you for your interest in Say Technologies LLC (“Say,” “we,”
or “us”) and related services provided by us (collectively, the “Shareholder
Service”). For the avoidance of doubt, the “Service” includes the Shareholder
Service, as defined below.
These Terms of Service are a legally binding contract between you and Say
regarding your use of the Service.
PrivacyTermsDisclosures
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY ACCESSING THE SERVICE THROUGH THE HYPERLINKS WE PROVIDE TO YOU OR BY USING
THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO
YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND
CONDITIONS, INCLUDING SAY’S PRIVACY POLICY, SAY DISCLOSURES (TOGETHER, THESE
"TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT
HAVE OUR PERMISSION TO USE THE SERVICE. ANY UPDATE TO THESE TERMS WILL BE POSTED
ON OUR WEBSITE HERE. YOUR USE OF THE SERVICE, AND SAY’S PROVISION OF THE SERVICE
TO YOU, CONSTITUTES AN AGREEMENT BY SAY AND BY YOU TO BE BOUND BY THESE TERMS
AND ANY FUTURE UPDATES TO THESE TERMS.
ARBITRATION NOTICE.Except for certain kinds of disputes described in Section 14,
such as disputes between Say and consumers located in the EU, you agree that
disputes arising under these Terms will be resolved by binding, individual
arbitration, and BY ACCEPTING THESE TERMS, YOU AND SAY ARE EACH WAIVING THE
RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE
PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend
your rights under this contract (except for matters that may be taken to small
claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a
judge or jury (See Section 14).
1. Say Service Overview.
1. Partner Services We work with broker-dealers, custodians and others
("Partners") to distribute shareholder materials, including proxy
materials to customers of our Partners that are entitled to receive
distributions of such shareholder materials ("Shareholders"). If you are
a Shareholder, the Partner of which you are a customer will provide us
with your contact information so that we can send you relevant
shareholder communications. If your vote or consent is being solicited,
we will provide you with a control number or smart link ("Access Code")
to access a voting page on our platform where you can submit your vote.
2. Shareholder Service. We work with our Parners to offer a Q&A service
that alows Shareholders to communicate and engage with their issuers. By
signing up for this service through our website or through Partner
applications, you are creating an account with Say. This account allows
you to (i) obtain information about our product offerings, (ii) receive
communications from us and our Partners, (iii) access and interact with
shareholder materials, and (iv) interact with other Shareholders and
companies through our mobile app and/or website (the "Shareholder
Service").
2. Eligibility. You must be at least 18 years old to use the Service. By
agreeing to these Terms, you represent and warrant to us that: (a) you are
at least 18 years old; (b) you have not previously been suspended or
removed from the Service; and (c) your use of the Service is in compliance
with any and all applicable laws and regulations. If you are an entity,
organization, or company, the individual accepting these Terms on your
behalf represents and warrants that they have authority to bind you to
these Terms and you agree to be bound by these Terms.
3. Licenses.
1. Limited License. Subject to your complete and ongoing compliance with
these Terms, Say grants you, solely for your personal, non-commercial
use, a limited, non-exclusive, non-transferable, non-sublicensable,
revocable license to access and use the Service.
2. License Restrictions. Except and solely to the extent such a restriction
is impermissible under applicable law, you may not: (a) reproduce,
distribute, publicly display, or publicly perform the Service; (b) make
modifications to the Service; or (c) interfere with or circumvent any
feature of the Service, including any security or access control
mechanism. If you are prohibited under applicable law from using the
Service, you may not use it.
3. Feedback. If you choose to provide input and suggestions regarding
problems with or proposed modifications or improvements to the Service
("Feedback"), then you hereby grant Say an unrestricted, perpetual,
irrevocable, non-exclusive, fully-paid, royalty-free right to exploit
the Feedback in any manner and for any purpose, including to improve the
Service and create other products and services.
4. Ownership; Proprietary Rights. The Service is owned and operated by Say.
The visual interfaces, graphics, design, compilation, information, data,
computer code (including source code or object code), products, software,
services, and all other elements of the Service ("Materials") provided by
Say are protected by intellectual property and other laws. All Materials
included in the Service are the property of Say or its third party
licensors. Except as expressly authorized by Say, you may not make use of
the Materials. Say reserves all rights to the Materials not granted
expressly in these Terms.
5. Third Party Software. The Service may include or incorporate third party
software components that are generally available free of charge under
licenses granting recipients broad rights to copy, modify, and distribute
those components ("Third Party Components"). Although the Service is
provided to you subject to these Terms, nothing in these Terms prevents,
restricts, or is intended to prevent or restrict you from obtaining Third
Party Components under the applicable third party licenses or to limit your
use of Third Party Components under those third party licenses.
6. Prohibited Conduct.
BY USING THE SERVICE YOU AGREE NOT TO:
1. use the Service or any information provided by us or available on the
Service for any illegal purpose or in violation of any securities laws
or regulations or any local, state, national, or international law,
including soliciting the votes of other Shareholders;
2. violate, or encourage others to violate, any right of a third party,
including by infringing or misappropriating any third party intellectual
property right;
3. interfere with security-related features of the Service, including by:
(i) disabling or circumventing features that prevent or limit use or
copying of any content; or (ii) reverse engineering or otherwise
attempting to discover the source code of any portion of the Service
except to the extent that the activity is expressly permitted by
applicable law;
4. interfere with the operation of the Service or any user’s enjoyment of
the Service, including by: (i) uploading or otherwise disseminating any
virus, adware, spyware, worm, or other malicious code; (ii) making any
unsolicited offer or advertisement to another user of the Service; (iii)
collecting personal information about another user or third party
without consent; or (iv) interfering with or disrupting any network,
equipment, or server connected to or used to provide the Service;
5. perform any fraudulent activity including impersonating any person or
entity, or claiming a false affiliation, or using any other
Shareholder’s Access Code without permission;
6. sell or otherwise transfer the access granted under these Terms or any
Materials or any right or ability to view, access, or use any Materials;
or
7. attempt to do any of the acts described in this Section 6 or assist or
permit any person in engaging in any of the acts described in this
Section 6.
7. Compliance with Laws. You must comply with all applicable laws with respect
to your use of the Service.
8. Shareholder Service. If you use our Shareholder Service, the following
additional terms will apply to you.
1. Accounts and Registration. To access certain features of the Shareholder
Service, you may need to register for an account.
1. If you access the Shareholder Service through our website: You may be
required to provide us with some information about yourself, such as
your name, phone number, email address, or other contact information.
You agree that the information you provide to us is accurate and that
you will keep it accurate and up-to-date at all times. When you
register, you may be asked to provide a password. You are solely
responsible for maintaining the confidentiality of your account and
password, and you accept responsibility for all activities that occur
under your account. If you believe that your account is no longer
secure, then you must immediately notify us at
support@saytechnologies.com.
2. If you access the Shareholder Service through Partner applications,
you consent to the Partner sharing necessary information with Say to
register for an account and perform the Shareholder Service. This is
including but not limited to your name, phone number, email address,
or other contact information, your holdings and other related
information that allows us to effectively deliver the Shareholder
Service.
2. User Generated Content.
1. User Content Generally. Certain features of the Shareholder Service
may permit users to post and publish content on the Shareholder
Service, including shareholder proposals and initiatives ("User
Content"). You retain any copyright and other proprietary rights that
you may hold in the User Content that you post to the Shareholder
Service.
2. Limited License Grant to Say. By providing User Content to or via the
Shareholder Service, you grant Say a worldwide, non-exclusive,
royalty-free, fully paid right and license (with the right to
sublicense through multiple tiers) to host, store, transfer, display,
perform, reproduce, modify for the purpose of formatting for display,
and distribute your User Content, in whole or in part, in any media
formats and through any media channels now known or hereafter
developed.
3. Limited License Grant to Other Users. By providing User Content to or
via the Shareholder Service to other users of the Shareholder
Service, you grant those users a non-exclusive license to access and
use that User Content as permitted by these Terms and the
functionality of the Shareholder Service.
4. User Content Representations and Warranties. Say disclaims any and
all liability in connection with User Content. You are solely
responsible for your User Content and the consequences of providing
User Content via the Shareholder Service. By providing User Content
via the Shareholder Service, you affirm, represent, and warrant that:
i. you are the creator and owner of the User Content, or have the
necessary licenses, rights, consents, and permissions to authorize
Say and users of the Shareholder Service to use and distribute your
User Content as necessary to exercise the licenses granted by you in
this Section, in the manner contemplated by Say, the Shareholder
Service, and these Terms;
ii. your User Content, and the use of your User Content as
contemplated by these Terms, does not and will not: (a) infringe,
violate, or misappropriate any third party right, including any
copyright, trademark, patent, trade secret, moral right, privacy
right, right of publicity, or any other intellectual property or
proprietary right; (b) slander, defame, libel, or invade the right of
privacy, publicity or other property rights of any other person; or
(c) cause Say to violate any law or regulation; and
iii. your User Content could not be deemed by a reasonable person to
be objectionable, profane, indecent, pornographic, harassing,
threatening, embarrassing, hateful, or otherwise inappropriate.
iv. Your User Content will comply with the following Community
Guidelines
* All posts must be structured in the form of a question.
* Profanity, abusive language, and spam are prohibited.
* To ensure that the Q&A is as informative as possible, all questions
must be focused on topics related to shareholder interests.
* Private or proprietary information is prohibited. Personal
information such as account numbers, SSNs, email addresses, phone
numbers, or any other information considered Personally
Identifiable Information (also known as PII) is prohibited.
* In accordance with the law, any securities and investment advice or
recommendations or trading and investment strategies is strictly
prohibited.
* All posts must be in English.
* Misinformation and disinformation are prohibited. Do not post any
false, misleading, or fabricated information.
* Do not impersonate others.
* Questions in the form of allegations or those that invoke
conspiracy theories will not be published.
5. User Content Disclaimer. We are under no obligation to edit or
control User Content that you or other users post or publish, and
will not be in any way responsible or liable for User Content. Say
may, however, at any time and without prior notice, screen, remove,
edit, or block any User Content that in our sole judgment violates
these Terms or is otherwise objectionable. You understand that when
using the Shareholder Service you will be exposed to User Content
from a variety of sources and acknowledge that User Content may be
inaccurate, offensive, indecent, or objectionable. You agree to
waive, and do waive, any legal or equitable right or remedy you have
or may have against Say with respect to User Content. If notified by
a user or content owner that User Content allegedly does not conform
to these Terms, we may investigate the allegation and determine in
our sole discretion whether to remove the User Content, which we
reserve the right to do at any time and without notice. For clarity,
Say does not permit copyright-infringing activities on the
Shareholder Service.
6. Monitoring Content. Unless required under applicable law, Say does
not control and does not have any obligation to monitor: (i) User
Content; (ii) any content made available by third parties; or (iii)
the use of the Shareholder Service by its users. You acknowledge and
agree that Say reserves the right to, and may from time to time,
monitor any and all information transmitted or received through the
Shareholder Service for operational and other purposes. If at any
time Say chooses to monitor the content, Say still assumes no
responsibility or liability for content or any loss or damage
incurred as a result of the use of content, including User Content.
During monitoring, information may be examined, recorded, copied, and
used in accordance with our Privacy Policy.
3. Digital Millennium Copyright Act.
1. DMCA Notification We comply with the provisions of the Digital
Millennium Copyright Act applicable to Internet service providers (17
U.S.C. §512, as amended). If you have an intellectual property
rights-related complaint about material posted on the Shareholder
Service, you may contact our Designated Agent at the following
address:
A Say Inc.
ATTN: Copyright Agent
85 Willow Rd
Menlo Park, CA 94025
Email: copyright@saytechnologies.com
Any notice alleging that materials hosted by or distributed through
the Shareholder Service infringe intellectual property rights must
include the following information:
i. an electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright or other right being
infringe;
ii. a description of the copyrighted work or other intellectual
property that you claim has been infringed;
iii. a description of the material that you claim is infringing and
where it is located on the Shareholder Service;
iv. your address, telephone number, and email address;
v. a statement by you that you have a good faith belief that the use
of the materials on the Shareholder Service of which you are
complaining is not authorized by the copyright owner, its agent, or
the law; and
vi. a statement by you that the above information in your notice is
accurate and that, under penalty of perjury, you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner’s behalf.
2. Repeat Infringers. Say will promptly terminate the accounts of users
that are determined by Say to be repeat infringers. Say considers a
“repeat infringer” to be any user that has uploaded User Content to
or through the Shareholder Service and for whom Say has received more
than two takedown notices compliant with the provisions of 17 U.S.C.
§ 512 with respect to such User Content. Say has discretion, however,
to terminate the account of any user after receipt of a single
notification of claimed infringement or upon Say’s own determination.
4. Third Party Services and Linked Websites.
1. Say may provide tools through the Shareholder Service that enable you
to exchange (receive and export) information with third party
services, including through features that allow you to link your
account on the Say website with an account on a third party service,
such as Plaid. By using one of these tools, you agree that Say may
transfer that information to the applicable third party service and
that your use of an account linked with a third party service will
also be subject to the terms and conditions of that third party
service. For example, if you choose to link your account to Plaid,
your use of the linked account will be subject to Plaid’s Terms of
Use, located at www.plaid.com/legal. Third party services are not
under Say’s control, and, to the fullest extent permitted by law, Say
is not responsible for any third party service’s use of your exported
information. The Shareholder Service may also contain links to third
party websites. Linked websites are not under Say’s control, and Say
is not responsible for their content.
9. Modification of these Terms. We reserve the right to change these Terms on
a going-forward basis at any time. Please check these Terms periodically
for changes. If a change to these Terms materially modifies your rights or
obligations, we may require that you accept the modified Terms in order to
continue to use the Service. Material modifications are effective upon your
acceptance of the modified Terms. Immaterial modifications are effective
upon publication. Except as expressly permitted in this Section 8, these
Terms may be amended only by a written agreement signed by authorized
representatives of the parties to these Terms. Disputes arising under these
Terms will be resolved in accordance with the version of these Terms that
was in effect at the time the dispute arose.
10. Term, Termination and Modification of the Service
1. Term. These Terms are effective beginning when you accept the Terms or
first access or use the Service, and ending when terminated as described
in Section 10.2.
2. Termination. If you violate any provision of these Terms, your
authorization to access the Service and these Terms automatically
terminate. In addition, Say may, at its sole discretion, terminate these
Terms or suspend or terminate your access to the Service, at any time
for any reason or no reason, with or without notice, to the fullest
extent permitted by applicable law. You may terminate your account and
these Terms at any time by sending an email to
support@saytechnologies.com with a request to delete the account. Please
use the subject line “Delete Account” and include the phone number
associated with the account in your message. We will then reply
confirming that the account has been deleted.
3. Effect of Termination. Upon termination of these Terms: (a) your license
rights will terminate and you must immediately cease all use of the
Service; (b) you will no longer be authorized to access your account or
the Service; and (c) Sections 3.3, 4, 8.2, 8.4, 9, 10.3, 10.4, 11, 12,
13, 14 and 15 will survive.
4. Modification of the Service. Say reserves the right to modify or
discontinue the Service at any time (including by limiting or
discontinuing certain features of the Service), temporarily or
permanently, without notice to you. Say will have no liability for any
change to the Service or any suspension or termination of your access to
or use of the Service.
11. Indemnity To the fullest extent permitted by law, you are responsible for
your use of the Service, and you will defend and indemnify Say, Say’s
affiliates, and its and their officers, directors, employees, consultants,
and agents (together, the “Say Entities”) from and against every claim
brought by a third party, and any related liability, damage, loss, and
expense, including reasonable attorneys’ fees and costs, arising out of or
connected with: (a) your unauthorized use of, or misuse of, the Service;
(b) your violation of any portion of these Terms, any representation,
warranty, or agreement referenced in these Terms, or any applicable law or
regulation; (c) your violation of any third party right, including any
intellectual property right or right of privacy, publicity,
confidentiality, or other property right; or (d) any dispute or issue
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 (without limiting your indemnification
obligations with respect to that matter), and in that case, you agree to
cooperate with our defense of those claims.
12. Disclaimers; No Warranties
SAY IS NOT A LICENSED BROKER, BROKER-DEALER, MARKET MAKER, INVESTMENT
BANKER, INVESTMENT ADVISOR, ANALYST, AGENT BANK OR UNDERWRITER. SAY DOES
NOT SELL OR OFFER TO SELL ANY SECURITIES OR OTHER INVESTMENT PRODUCTS AND
NONE OF THE INFORMATION CONTAINED IN THE SERVICE CONSTITUTES A
RECOMMENDATION, SOLICITATION OR OFFER BY SAY TO BUY OR SELL ANY SECURITIES,
FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT
ADVICE OR SERVICE. ADDITIONALLY, THE AVAILABILITY OF INFORMATION REGARDING
ANY SECURITIES DOES NOT CONSTITUTE AN OFFER TO BUY OR SELL THE UNDERLYING
SECURITIES.
SAY SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS OR
AVAILABILITY OF ANY INFORMATION TRANSMITTED OR MADE AVAILABLE VIA THE
SERVICE (INCLUDING, THE ACCURACY OF ANY INFORMATION PROVIDED VIA THE
SERVICE AND THE ACCURACY OF THE TRANSCRIPTION OR TRANSMISSION OF ANY
INFORMATION FROM THE ORIGINAL INFORMATION OR SOURCE DOCUMENT), AND SHALL
NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING OR INVESTMENT DECISIONS BASED
ON SUCH INFORMATION.
SAY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY OR
LEGALITY OF THE USE OF THE SERVICE IN ANY JURISDICTION WHERE SUCH USE WOULD
NOT BE PERMITTED.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE
PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SAY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OTHER THAN THOSE
IMPLIED BY LAW, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT
AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING,
USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. SAY
DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY
MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED,
SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SAY
DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE
SERVICE OR SAY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE
SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SAY ENTITIES OR THE
SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE
FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY
OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF
THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT
RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM
OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA,
INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW. THESE TERMS DO NOT AFFECT THE LEGAL
GUARANTEE OF CONFORMITY FOR GOODS THAT CONSUMERS LOCATED IN THE EU BENEFIT
FROM.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SAY ENTITIES
BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY
OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE
OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR
CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR
NOT ANY SAY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 14.4 AND TO THE FULLEST EXTENT PERMITTED BY
LAW, THE AGGREGATE LIABILITY OF THE SAY ENTITIES TO YOU FOR ALL CLAIMS
ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY
PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES
ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION
IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY
EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER LOCATED IN
THE EU.
14. Dispute Resolution and Arbitration
1. Generally. In the interest of resolving disputes between you and Say in
the most expedient and cost effective manner, and except as described in
Section 14.2, you and Say agree that every dispute arising in connection
with these Terms will be resolved by binding arbitration, unless you are
a consumer located in the EU. Arbitration is less formal than a lawsuit
in court. Arbitration uses a neutral arbitrator instead of a judge or
jury, may allow for more limited discovery than in court, and can be
subject to very limited review by courts. Arbitrators can award the same
damages and relief that a court can award. This agreement to arbitrate
disputes includes all claims arising out of or relating to any aspect of
these Terms, whether based in contract, tort, statute, fraud,
misrepresentation, or any other legal theory, and regardless of whether
a claim arises during or after the termination of these Terms. YOU
UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SAY ARE
EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS
ACTION.
2. Exceptions. Despite the provisions of Section 14.1, nothing in these
Terms will be deemed to waive, preclude, or otherwise limit the right of
either party to: (a) bring an individual action in small claims court;
(b) pursue an enforcement action through the applicable federal, state,
or local agency if that action is available; (c) seek injunctive relief
in a court of law in aid of arbitration; or (d) to file suit in a court
of law to address an intellectual property infringement claim.
3. Arbitrator. Any arbitration between you and Say will be settled under
the Federal Arbitration Act and administered by the American Arbitration
Association (“AAA”) under its Consumer Arbitration Rules (collectively,
“AAA Rules”) as modified by these Terms. The AAA Rules and filing forms
are available online at www.adr.org, by calling the AAA at
1-800-778-7879, or by contacting Say. The arbitrator has exclusive
authority to resolve any dispute relating to the interpretation,
applicability, or enforceability of this binding arbitration agreement.
4. Notice of Arbitration; Process. A party who intends to seek arbitration
must first send a written notice of the dispute to the other party by
certified U.S. Mail or by Federal Express (signature required) or, only
if that other party has not provided a current physical address, then by
electronic mail (“Notice of Arbitration”). Say’s address for Notice is:
ATTN: Legal, 85 Willow Road, Menlo Park, CA 94025. The Notice of
Arbitration must: (a) describe the nature and basis of the claim or
dispute; and (b) set forth the specific relief sought (“Demand”). The
parties will make good faith efforts to resolve the claim directly, but
if the parties do not reach an agreement to do so within 30 days after
the Notice of Arbitration is received, you or Say may commence an
arbitration proceeding. All arbitration proceedings between the parties
will be confidential unless otherwise agreed by the parties in writing.
During the arbitration, the amount of any settlement offer made by you
or Say must not be disclosed to the arbitrator until after the
arbitrator makes a final decision and award, if any. If the arbitrator
awards you an amount higher than the last written settlement amount
offered by Say in settlement of the dispute prior to the award, Say will
pay to you the higher of: (i) the amount awarded by the arbitrator; or
(ii) $10,000.
5. Fees If you commence arbitration in accordance with these Terms, Say
will reimburse you for your payment of the filing fee, unless your claim
is for more than $10,000, in which case the payment of any fees will be
decided by the AAA Rules. Any arbitration hearing will take place at a
location to be agreed upon in New York, New York, but if the claim is
for $10,000 or less, you may choose whether the arbitration will be
conducted: (a) solely on the basis of documents submitted to the
arbitrator; (b) through a non-appearance based telephone hearing; or (c)
by an in-person hearing as established by the AAA Rules in the county
(or parish) of your billing address. If the arbitrator finds that either
the substance of your claim or the relief sought in the Demand is
frivolous or brought for an improper purpose (as measured by the
standards set forth in Federal Rule of Civil Procedure 11(b)), then the
payment of all fees will be governed by the AAA Rules. In that case, you
agree to reimburse Say for all monies previously disbursed by it that
are otherwise your obligation to pay under the AAA Rules. Regardless of
the manner in which the arbitration is conducted, the arbitrator must
issue a reasoned written decision sufficient to explain the essential
findings and conclusions on which the decision and award, if any, are
based. The arbitrator may make rulings and resolve disputes as to the
payment and reimbursement of fees or expenses at any time during the
proceeding and upon request from either party made within 14 days of the
arbitrator’s ruling on the merits.
6. No Class Actions. YOU AND SAY 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.
Further, unless both you and Say agree otherwise, the arbitrator may not
consolidate more than one person’s claims, and may not otherwise preside
over any form of a representative or class proceeding.
7. Modifications to this Arbitration Provision. If Say makes any future
change to this arbitration provision, other than a change to Say’s
address for Notice of Arbitration, you may reject the change by sending
us written notice within 30 days of the change to Say’s address for
Notice of Arbitration, in which case your account with Say will be
immediately terminated and this arbitration provision, as in effect
immediately prior to the changes you rejected will survive.
8. Enforceability. If Section 14.6 is found to be unenforceable or if the
entirety of this Section 14 is found to be unenforceable, then the
entirety of this Section 14 will be null and void and, in that case, the
parties agree that the exclusive jurisdiction and venue described in
Section 15.2 will govern any action arising out of or related to these
Terms.
15. Miscellaneous
1. General Terms. These Terms, together with the Privacy Policy, Say
Disclosures, and any other agreements expressly incorporated by
reference into these Terms, are the entire and exclusive understanding
and agreement between you and Say regarding your use of the Service. You
may not assign or transfer these Terms or your rights under these Terms,
in whole or in part, by operation of law or otherwise, without our prior
written consent. We may assign these Terms at any time without notice or
consent. The failure to require performance of any provision will not
affect our right to require performance at any other time after that,
nor will a waiver by us of any breach or default of these Terms, or any
provision of these Terms, be a waiver of any subsequent breach or
default or a waiver of the provision itself. Use of section headers in
these Terms is for convenience only and will not have any impact on the
interpretation of any provision. Throughout these Terms the use of the
word “including” means “including but not limited to”. If any part of
these Terms is held to be invalid or unenforceable, the unenforceable
part will be given effect to the greatest extent possible, and the
remaining parts will remain in full force and effect.
2. Governing Law. These Terms are governed by the laws of the State of New
York without regard to conflict of law principles. You and Say submit to
the personal and exclusive jurisdiction of the state courts and federal
courts located within New York, New York for resolution of any lawsuit
or court proceeding permitted under these Terms. We operate the Service
from our offices in New York, and we make no representation that
Materials included in the Service are appropriate or available for use
in other locations. If you are a consumer located in the EU, such
jurisdiction of the New York courts will be non-exclusive.
3. Privacy Policy. Please read the Say Privacy Policy carefully for
information relating to our collection, use, storage, disclosure of your
personal information. The Say Privacy Policy is incorporated by this
reference into, and made a part of, these Terms.
4. Additional Terms. Your use of the Service is subject to all additional
terms, policies, rules, or guidelines applicable to the Service or
certain features of the Service that we may post on or link to from the
Service (the “Additional Terms”). All Additional Terms are incorporated
by this reference into, and made a part of, these Terms.
5. Consent to Electronic Communications. By using the Service, you consent
to receiving certain electronic communications from us as further
described in our Privacy Policy. Please read our Privacy Policy to learn
more about our electronic communications practices. You agree that any
notices, agreements, disclosures, or other communications that we send
to you electronically will satisfy any legal communication requirements,
including that those communications be in writing.
6. Contact Information. The Service is offered by Say Technologies LLC. You
may contact us by emailing us at hello@saytechnologies.com.
7. No Support. We are under no obligation to provide support for the
Service. In instances where we may offer support, the support will be
subject to published policies.
8. International Use. The Shareholder Service is intended for users located
within the United States. The Partner Service is available to Partners
that have contractual relationships with us and their customers who may
access our website from the United States, EEA and the Swiss
Confederation. We make no representation that the Service is appropriate
or available for use outside of the jurisdictions listed above. Access
to the Service from countries or territories or by individuals where
such access is illegal is prohibited.
CONTACT US
To report an incident you can go to
www.saytechnologies.com/say-incident-report-form and fill out the form. If you
have any questions about these terms, you may contact us by email at
hello@saytechnologies.com or by writing us at:
85 Willow Rd
Menlo Park, CA 94025
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