TranxPay Termsof Service
Welcometo [EnterSite address](the “Site”), a website of TranxSolutions LLC, a Florida limitedliability company, d/b/a Tranx Financial Services (“Tranx”“we,” or “us”). This page explains the terms by which you mayuse the financial services we make available to you on our Site or onour mobile application (collectively the “Services”).
“You”means the individual that is applying for or that has opened anAccount to use the Services.
PLEASEREAD THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACHPROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATIONAND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OFARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THANJURY TRIALS OR CLASS ACTIONS.
1.Scope of the Services; Use of the Services; Eligibility
A.Eligibility.This is a contract between you and Tranx.You must read and agree to these terms before using the Services. Ifyou do not agree, you may not apply for an Account or use theServices. You may only apply for an Account or use the Services forpersonal purposes. By applying for an Account or using the Servicesyou are forming a binding contract with Tranxin compliance with this Agreement and all applicable local, state,national, and international laws, rules and regulations. There maybe other eligibility requirements applicable to specific Services.
B.Scope of the Services.Your Account gives you access to various Services, including thedemand deposit account (“Deposit Account”), the TranxCard, and other services as made available from time-to-time by Tranxand by Evolve Bank & Trust(our “Banking Services Provider”), and any other functionalitythat we may establish and maintain from time to time and in our solediscretion.
C.Applying for an Account.You will need to provide personal information
(“PersonalInformation”), when you apply for an Account for personal purposes.Personal Information may include your name, contact information, dateof birth and certain other personal information; proof of address,personal identification, and any other documentary information usedto verify your personal information. We provide Personal Informationto our Banking Services Provider and other third-party serviceproviders to determine your eligibility for the Services. We rely onthe accuracy of the Personal Information you provide us when openingand maintaining your Account. We may deny your applications, suspendprovision of the Services to you, or close your Account if PersonalInformation is out of date, incomplete, or inaccurate. At any timeduring the term of this Agreement and as part of your use of theServices, we may require additional Personal Information from you toverify your identity, to open and maintain accounts and aspects ofthe Services, and to assess your financial condition. You expresslyconsent and authorize us to retrieve additional Personal Informationabout you from our vendors and other third parties solely to assessthe history and risks and to prevent fraud, including by obtaininginformation from credit reporting agencies and information bureaus,and you authorize and direct such third parties to compile andprovide such information to us. You acknowledge that this may includenames, addresses, credit history, and other data. You acknowledgethat we may use Personal Information to verify any other informationyou provide to us, and that any information we collect may affect ourassessment of your overall risk to our business.
D.Account Management and Security.You are solely responsible for the activity that occurs on yourAccount, and you must keep your Account password secure. We encourageyou to use “strong” passwords (for recommendations on whatconstitutes a strong password, check NIST SP 800-63B) with yourAccount. You must notify Tranximmediately of any breach of security or unauthorized use of yourAccount. Tranxwill not be liable for any losses caused by any unauthorized use ofyour Account. We may suspend access to your Account if we believethat your Account has been compromised.
E.Prohibitions.You may not use the Account or the Services (a) for any purpose thatis unlawful or prohibited by this Agreement; (b) business purposes;(c) for the benefit of an individual, organization, or countryidentified on the United States Office of Foreign Assets Control’sSpecially Designated Nationals List.
E.Acceptable Use.By registering for and using the Services, you are confirming thatyou will not use the Services (i) to accept payments in connectionwith any illegal, unauthorized, or not bona fide transactions; (ii)to handle, process, or transmit funds for any third party.
Wemay, at any time and without notice, suspend or terminate yourAccount or your access to any of the Services if you engage inactivities that violate the letter or spirit of this section. Ourdetermination of whether a violation of this section has occurredwill be final and binding, and any action taken with respect toenforcing this section will be at our sole discretion. Tranxmay modify this section at any time by posting a revised version inthis Agreement.
A.Deposit Account.Your Deposit Account is a demand deposit account held with ourBanking Services Provider and is subject to the terms of thisAgreement and the additional terms of our Banking Services Provider.Your funds are fully insured by the Federal Deposit InsuranceCorporation up to $250,000. Your Deposit Account will be used inconnection with the provision of the other Services under thisAgreement. You may also use your Deposit Account to the extentprovided in the terms of our Banking Services Provider.
B.TranxVirtual and Physical Cards.
YourTranxAccount gives you access to virtual and physical cards (the “TranxCard” or “TranxCards”) that you can use to make purchases for yourself using fundsin your TranxDeposit Account. Your TranxCard must only be used for any non-business purpose, such as forpersonal or household purchases, when issued in conjunction with yourAccount.
(i)Requesting and Receiving TranxCards. When you sign up for a TranxDeposit Account, you will be issued one physical TranxCard.
(ii)Spending Limits, Payments, andRefunds. Spending on your TranxCard(s) is limited by the available funds in your Deposit Account.Your TranxCard transactions will be settled as they occur by debiting yourTranxDeposit Account an amount equal to each TranxCard transaction. Refunds to your TranxCard will be applied to your TranxDeposit Account. If you use your TranxCard for preauthorized, recurring, or subscription payments, youshould regularly monitor the available funds in your Deposit Accountto ensure that funds are available to make those payments. If fundsare not available at the time a preauthorized, recurring orsubscription payment is attempted on your TranxCard, the transaction will ordinarily be declined. We will generallydecline transactions attempted on your TranxCard that would overdraw your Deposit Account. If, however, we do notdecline a transaction and that transaction does overdraw youraccount, we may limit your ability to use other features or spendadditional funds from your Deposit Account until your Deposit Accounthas a positive balance and the transaction that has overdrawn youraccount has been paid. For more information related to the manner inwhich your TranxCard transactions are debited and settled, refer to the TranxCard Agreement.
(iv)Disputes.If you have a dispute about a purchase on your TranxCard that you cannot resolve with the merchant directly (a “DisputedCharge”), please contact us at [Tranxemail] as soon as possible, and in allcases within 60 days of the charge. We cannot help you with DisputedCharges you report to us more than 60 days after the charge appearson your account. Disputed Charges will remain debited from yourDeposit Account while we determine the outcome of the dispute. Wewill resolve all disputes in a commercially reasonable timeframe. Ifwe determine you should be reimbursed, we will credit the amount ofthe Disputed Charge back to your Deposit Account and you will not becharged any fees. If we determine that the Disputed Charge was valid,your Deposit Account will not be reimbursed, and you will be chargeda fee as set forth in the Fee Schedule. You assign and transfer to usany rights and claims, excluding tort claims, that you have against amerchant for any Disputed Charge that is fully or partially creditedto your Deposit Account. We may assign and transfer the rights youassign and transfer to us under this provision to the TranxCard Issuer.
(v)Records, Fees, and Communication.All transaction records and periodic statements may be found in yourdashboard for your Account. All fees associated with the TranxCards may be found in the TranxCard Agreement.
(vi)Other TranxCard Terms. TranxCards are issued by Evolve Bank &Trust (the “Issuer.” ) You agree tothe applicable Evolve Bank & Trustterms and conditions. You agree that any future changes to therelevant Evolve Bank & Trustterms and conditions will apply to your TranxCard, whether or not Tranxor Evolve Bank & Trustalerts you to those changes to the Evolve terms and conditions.
C.Mobile Remote Deposit Capture.You may remotely deposit paper checks into your Deposit Accountthrough the Tranxapp by creating a Mobile Deposit. When making a Mobile Deposit, youare also subject to the Evolve Bank & Trust Deposit AccountAgreement & Service Terms, including the Funds AvailabilityDisclosure section of those terms. A “Mobile Deposit” is theinformation that is transmitted to us allowing for the deposit,processing, and collection of the item deposited. You may onlydeposit items made payable to you. We reserve the right to reject anyMobile Deposit for any reason.
(i)Depositing your Check.You are responsible for creating an accurate Mobile Deposit. Todeposit your check, you must endorse the check, enter the correctamount of the check (you are liable for any errors you make duringthe deposit process), create a check image using the camera on yourmobile device to take a picture of the front and back of your check.You may only deposit eligible items through the mobile remote depositcapture service. To mitigate the risk of fraud or the presentment ofduplicate items, you agree to mark on the original paper check thatthe item has been deposited electronically. You also agree to retainall checks deposited via mobile remote deposit capture for at leasttwo business days after the deposit is made and to destroy alldeposited checks as soon as reasonably possible, and in no eventlater than 30 days after the deposit.
(ii)Returned Items.You acknowledge and agree that we may charge you any fees associatedwith a returned item if a check is returned to us for any reason.
(iii)Representations and Warranties.In addition to any other representations and warranties applicable toyour Deposit Account, with respect to each Mobile Deposit, you makeany representation or warranty that would have applied had youdeposited the original paper check. This includes representations andwarranties we make on your behalf when we transfer, present, ororiginate the Mobile Deposit created from your check image. Theserepresentations and warranties include but are not limited to, that:(a) the transmissions contain accurate images of the front and backof the original checks; (b) the transmissions contain all necessaryendorsements; and (c) no depository bank, drawee, drawer, or endorserwill be asked to make a payment based on an item that it has alreadypaid.
D.Digital Checks.You may send digital checks to payees from your Deposit Account.Payees will be able to print the digital check or present the digitalcheck via email or other electronic means to the payee’s bank fordeposit. By creating and authorizing the issuance of a digital checkor remotely created check (“RCC”), you authorize Tranxto honor the RCC in the amount and to the payee stated on the RCCeven though the RCCs do not contain your signature. You authorizeTranx todebit your Account for any claim or return based upon an unauthorizedRCC and you agree to indemnify and hold Tranxharmless from and against any claims, liabilities, costs and expenses(including attorney’s fees) resulting directly or indirectly fromany breach of the foregoing warranty.
A.Payment Method.You must keep a valid payment method on file with us to pay for allfees owed. We will debit fees from your Deposit Account or anotherpayment method that you authorize. Tranxwill charge the payment method that you authorize for all applicablefees until the Services are terminated, and any and all outstandingfees have been paid in full. If we are unable to process payment offees using your payment method on file, we will make a second attemptto process the payment using the payment method on file within three(3) days. If the second attempt is not successful, we will notifyyou, and may suspend and revoke access to the Services. If theServices are suspended, your Services will be reactivated uponpayment of any amounts owed. If the outstanding fees remain unpaidfor sixty (60) days following the date of suspension, then Wisereserves the right to terminate your Account. You may change yourpayment method through your account settings.
B.Applicable Fees.Your use of the Services is subject to the fees on the Fee Schedule,which may be updated from time-to-time at our discretion. For feesowed under this Agreement, we will automatically charge you using thepayment method you have on file with us and by agreeing to thisAgreement, you authorize us to do this. You will be charged viainvoice each month on your billing date (“Billing Date”) for alloutstanding fees that have not previously been charged or collected.All fees are exclusive of applicable taxes. You are responsible forall applicable taxes that arise from or as a result of your use ofthe Services.
C.Collection and Right to Set-Off.You agree to pay all amounts owed to us on demand. Your failure topay amounts owed to us under this Agreement is a breach and you willbe liable for any costs we incur during collection in addition to theamount you owe. Collection costs may include attorneys’ fees, costsof arbitration or court proceeding, collection agency fees, anyapplicable interest, and any other related cost. We may collectamounts you owe to us under this Agreement by deducting any amountsyou owe to use from your Deposit Account. You grant us a securityinterest in and right to set off against the Deposit Account.
A.Limited License.Subject to the terms and conditions of this Agreement, you are herebygranted a non-exclusive, limited, non-transferable, freely revocablelicense to use the Services as permitted by the features of theServices. Tranxreserves all rights not expressly granted herein in the Services andthe TranxIP (as defined below). Tranxmay terminate this license at any time for any reason or no reason.The Services and all materials therein or transferred thereby,including, without limitation, all software, images, text, graphics,illustrations, logos, patents, trademarks, service marks, copyrights,photographs, audio, videos, music, and other content available on theSite (the “TranxIP”), and all Intellectual Property Rights related thereto, are theexclusive property of Tranxand its licensors. Except as explicitly provided herein, nothing inthis Agreement shall be deemed to create a license in or under anysuch Intellectual Property Rights, and you agree not to sell,license, rent, modify, distribute, copy, reproduce, transmit,publicly display, publicly perform, publish, adapt, edit or createderivative works from any TranxIP. Use of the TranxIP for any purpose not expressly permitted by this Agreement isstrictly prohibited. For the purposes of this Agreement,“Intellectual Property Rights” means all patent rights, copyrightrights, mask work rights, moral rights, rights of publicity,trademark, trade dress and service mark rights, goodwill, tradesecret rights and other intellectual property rights as may now existor hereafter come into existence, and all applications therefore andregistrations, renewals and extensions thereof, under the laws of anystate, country, territory or other jurisdiction.
B.Feedback.You may choose to, or we may invite you to, submit comments or ideasabout the Services, including without limitation about how to improvethe Services or our products (“Feedback”). By submitting anyFeedback, you agree that your disclosure is gratuitous, unsolicitedand without restriction, and will not place Tranxunder any fiduciary or other obligation, and that we are free to useyour Feedback without any additional compensation to you, or todisclose your Feedback on a non-confidential basis or otherwise toanyone. You further acknowledge that, by acceptance of yoursubmission, Tranxdoes not waive any rights to use similar or related ideas previouslyknown to Tranx,or developed by its employees, or obtained from sources other thanyou.
C.Copyright Complaints.If you believe that any material on the Site infringes upon anycopyright which you own or control, you may send a writtennotification of such infringement to our Designated Agent as setforth below:
[EnterCompany Name, Legal Address]
[Email:Company Legal Officer]
Tomeet the notice restrictions under the Digital Millennium CopyrightAct, the notification must be a written communication that includesthe following:
5.Site Data and Privacy
6.Third-Party Links and Information
Youagree to defend, indemnify and hold harmless Tranxand its subsidiaries, agents, licensors, managers, and otheraffiliated companies, and their employees, contractors, agents,officers and directors, our Banking Services Provider, and ourthird-party service providers, from and against any and allthird-party claims, damages, obligations, losses, liabilities, costsor debt, and expenses (including but not limited to attorney’sfees) arising out of, related to, or resulting from: (a) your use ofand access to the Services, including any data or content transmittedor received by you; (b) your violation of any term of this Agreement,including without limitation your breach of any of therepresentations and warranties above; (c) your violation of anythird-party right, including without limitation any right of privacyor Intellectual Property Rights; (d) your violation of any applicablelaw, rule or regulation; (e) your intentional misconduct; or (f) anyother party’s access and use of the Services with your uniqueusername, password or other appropriate security code.
THESERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.USE OF THE SERVICES IS AT YOUROWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THESERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSOR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ORNON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,OBTAINED BY YOU FROM TRANX OR THROUGH THE SERVICES WILL CREATE ANYWARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING,TRANX, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOTWARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES ISACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOURREQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULARTIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORSWILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINEDTHROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK ANDYOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMOR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD ORYOUR USE OF THE SERVICES.
TRANXDOES NOT WARRANT, ENDORSE, GUARANTEE, ORASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OROFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKEDWEBSITE OR SERVICE, AND TRANX WILLNOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOUAND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9.Limitation of Liability
TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALLTRANX, ITSAFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BELIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIALOR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSSOF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISINGOUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.UNDER NO CIRCUMSTANCES WILL TRANX BERESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING,TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOURACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANXASSUMES NO LIABILITY OR RESPONSIBILITYFOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANYUNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY ANDALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION ORCESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS,VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO ORTHROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THEUSE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADEAVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THEDEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRDPARTY. IN NO EVENT SHALL TRANX,ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORSBE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES,OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
THISLIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITYIS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROLID ANYOTHER BASIS, EVEN IF TRANX HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOINGLIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTEDBY LAW IN THE APPLICABLE JURISDICTION.
10.Term and Termination
ThisAgreement is effective when you submit your application to us andcontinues until terminated by either you or us, or in accordance withthe Banking Services Provider’s agreements, third-party paymentprocessor agreements, or as otherwise set forth in this Agreement.You may terminate this Agreement by paying all amounts you owe andproviding notice to us; except that you will still be responsible forany charges, fees, fines, and other losses caused by your action orinaction prior to terminating this Agreement. We may terminate thisAgreement, or suspend your Account for any reason, by providing younotice, or we may terminate this Agreement immediately in the eventyou breach or violate any of the terms of this Agreement, asdetermined in the sole discretion of Tranx.
11.Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A.Governing Law.You agree that: (i) the Services shall be deemed solely based inCalifornia, exceptas may be set forth in the Bank Provider Agreements; and (ii) theServices shall be deemed a passive one that does not give rise topersonal jurisdiction over us, either specific or general, injurisdictions other than California.This Agreement shall be governed by the internal substantive laws ofthe State of California,without respect to its conflict of laws principles. The partiesacknowledge that this Agreement evidences a transaction involvinginterstate commerce. Notwithstanding the preceding sentences withrespect to the substantive law, any arbitration conducted pursuant tothe terms of this Agreement shall be governed by the FederalArbitration Act (9 U.S.C. §§ 1-16). You agree to submit to thepersonal jurisdiction of the federal and state courts located in SanFrancisco County, California for anyactions for which we retain the right to seek injunctive or otherequitable relief in a court of competent jurisdiction to prevent theactual or threatened infringement, misappropriation or violation of aour copyrights, trademarks, trade secrets, patents, or otherintellectual property or proprietary rights, as set forth in theArbitration provision below, including any provisional reliefrequired to prevent irreparable harm. Subject to Section 11.B, youagree that the federal or state courts located in SanFrancisco County, California is theproper forum for any appeals of an arbitration award or for trialcourt proceedings in the event that the Arbitration provision belowis found to be unenforceable.
B.Arbitration.READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TOARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEKRELIEF FROM TRANX.For any dispute with Tranx,you agree to first contact us at [EnterCompany Legal Address]and attempt to resolve the dispute withus informally. In the unlikely event that Tranxhas not been able to resolve a dispute it has with you after sixty(60) days, we each agree to resolve any claim, dispute, orcontroversy (excluding any claims arising from protection ofIntellectual Property Rights, breach of Confidential Information,which will be resolved through litigation in accordance with Section11.A, or for injunctive or other equitable relief as provided below)arising out of or in connection with or relating to this Agreement,or the breach or alleged breach thereof (collectively, “Claims”),by binding arbitration by JAMS. Claims with amounts claimed greaterthan $250,000 will apply the JAMS Comprehensive Arbitration Rules andProcedures; and Disputes with amounts claimed less than or equal to$250,000 will apply the JAMS Streamlined Arbitration Rules. Thearbitration will be conducted in SanFrancisco County, California, unless youand Tranxagree otherwise. If JAMS cannot administer the Claim, either partymay petition the US District Court for the NorthernDistrict of California to appoint anarbitrator. Each party will be responsible for paying any JAMSfiling, administrative and arbitrator fees in accordance with JAMSrules, and the award rendered by the arbitrator shall include costsof arbitration, reasonable attorneys’ fees and reasonable costs forexpert and other witnesses. Any judgment on the award rendered by thearbitrator may be entered in any court of competent jurisdiction.Either party may commence arbitration by providing a written demandfor arbitration to JAMS and the other party detailing the subject ofthe Claim and the relief requested. Each party will continue toperform its obligations under this Agreement unless that obligationor the amount (to the extent in dispute) is itself the subject of theClaim. Nothing in this Section shall be deemed as preventing eitherparty from seeking injunctive or other equitable relief from thecourts as necessary to prevent the actual or threatened infringement,misappropriation, or violation of our data security, IntellectualProperty Rights or other proprietary rights. Proceedings andinformation related to them will be maintained as confidential,including the nature and details of the Claim, evidence produced,testimony given, and the outcome of the Claim, unless suchinformation was already in the public domain or was independentlyobtained. Person and Tranx,and all witnesses, advisors, and arbitrators will only share suchinformation as necessary to prepare for or conduct arbitration orother legal proceeding, or enforcement of the outcome, unlessadditional disclosure is required by law.
C.Class Action/Jury Trial Waiver.With respect to all persons and entities, regardless of whether theyhave obtained an account or used the services for personal,commercial or other purposes, all Claims must be brought in theparties’ individual capacity, and not as a plaintiff or classmember in any purported class action, collective action, privateattorney general action or other representative proceeding. Thiswaiver applies to class arbitration, and, unless we agree otherwise,the arbitrator may not consolidate more than one person’s claims.You agree that, by entering into this agreement, you and Tranxare each waiving the right to a trial by jury or to participate in aclass action, collective action, private attorney general action, orother representative proceeding of any kind.
Byproviding us with a telephone number for a mobile device, including anumber that you later convert to a mobile device number, you areexpressly consenting to receiving communications—including but notlimited to prerecorded or artificial voice message calls, textmessages, and calls made by an automatic telephone dialingsystem—from us and our affiliates and agents at that number, aboutany product or services offered by Tranx.This express consent applies to each such telephone number that youprovide to us now or in the future. Calls and messages may incuraccess fees from your mobile services provider. You understand thatyou need not provide this consent as a condition of obtaining goodsor services from Tranx,and that you may decline to provide or revoke your consent at anytime by emailing [Enter Company Legalemail] or by any other method thatreasonably ensures we receive your revocation.
Byproviding us with a telephone number, you agree that Tranxmay record any telephone conversation with you (or any anotherindividual) during any telephone call to or from that number fortraining purposes, whether or not the call was initiated by you, andwhether or Tranxdisclosed the fact that the call was recorded during the call.
A.Assignment.This Agreement, and any rights and licenses granted hereunder, maynot be transferred or assigned by you, but may be assigned by Tranxwithout restriction. Any attempted transfer or assignment inviolation hereof shall be null and void.
B.Notification Procedures and Changesto the Agreement. You consent to usproviding notices to you under this Agreement electronically andunderstand that this consent has the same legal effect as a physicalsignature. We will provide notices to you electronically through yourAccount, and via text or SMS to the phone numbers provided to us byyou. If you sign up to receive certain Tranxnotifications or information via text or SMS, you may incuradditional charges from your wireless provider for these notices. Youagree that you are solely responsible for any such charges. Noticesaffecting the terms of this Agreement will be sent to you and areconsidered received 24 hours after they are sent. You understand thatyou may not use the Services unless you consent to receive noticesfrom us electronically. You may only withdraw consent to receivenotices electronically by closing your Account. Notices may includealerts about the Services, your Account, and your Deposit Account andmay provide you the ability to respond with information about DepositAccount transactions or your Account. You may disable notificationpreferences to limit the use of certain Service features or todecrease financial risks to yourself. You are required to maintain aregularly updated web browser, and computer and mobile deviceoperating systems to receive notices correctly. You will beresponsible for all costs imposed by internet or mobile serviceproviders for sending or receiving notices electronically. Contact usimmediately at [Enter company legaladdress] ifyou are having trouble receiving notices from us.
C.Entire Agreement/Severability.This Agreement, together with any amendments and any additionalagreements you may enter into with Tranxin connection with the Services, shall constitute the entireagreement between you and Tranxconcerning your Account and the Services. If any provision of thisAgreement is deemed invalid by a court of competent jurisdiction, theinvalidity of such provision shall not affect the validity of theremaining provisions of this Agreement, which shall remain in fullforce and effect, except that in the event of unenforceability of theuniversal Class Action/Jury Trial Waiver, the entire arbitrationagreement shall be unenforceable.
D.No Waiver.No waiver of any term of this Agreement shall be deemed a further orcontinuing waiver of such term or any other term, and Tranx’sfailure to assert any right or provision under this Agreement shallnot constitute a waiver of such right or provision.
E.Legal Orders.We may respond to and comply with any subpoenas, warrants, liens, orany other legal order we receive related to your use of the Services.We are not responsible to you for any losses you incur due to ourresponse to such legal order. We may hold funds or provideinformation as required by the issuer of the legal order or take anyother actions we believe are required of us under legal orders. Wherepermitted, we will provide you reasonable notice that we havereceived such an order.
F.Survival.Any and all provisions of this Agreement reasonably giving rise tocontinued obligations of the parties will survive termination of thisAgreement.
G.Relationship.No joint venture, partnership, employment, or agency relationshipexists between you and Tranxas a result of this Agreement or your use of the Site.