Terms of ServiceLast updated:
June 21st, 2021
These Terms of Service (the “Terms”) set forth the terms and conditions that govern access to, and use of, the websites (the “Website”) and applications (the “Application”) made available to you by Linus Financial, Inc. (“Linus”, “we” or “us”) that enable you to receive services from Linus as described herein (the “Linus Services” or “Services”). These Terms are a legal agreement between you (“user”, “you” or “your”) and Linus. By signing up to use an account through Linus and accessing the Services and/or clicking “Accept” to these Terms where this option is made available to you, you agree that you have read, understand, and be bound by all of terms and conditions contained in this Agreement, including Section 11.3 (Arbitration Agreement). These Terms do not alter in any way the terms or conditions of any other agreement you may have with any other party for products, services or otherwise.
Linus reserves the right to make changes to the Terms at any time and in our sole discretion. If we do makes changes to these Terms, we will provide notice to you of such changes by posting the revised Terms through the Services, by e-mail and/or by updating the Terms on the Website (and we will indicate at the top of these Terms the date the Terms were last revised). You agree to receive notifications through the described means and you understand and agree that your continued use of the Services, the Website and/or the Application after we have made any such changes constitutes your acceptance of the revised Terms. If you do not agree to any revised Terms, you must immediately stop using the Services.
2. Account Registration
Our Services are intended solely for users who are at least 18 years of age and reside in the United States in states in which Linus is supported. By using the Services, you represent and warrant that you are 18 years of age or older and reside in a state in which Linus is supported.
2.2 Registering Your Account
In order to use our Services, you must register for an account with Linus (the “Linus Account” or “Account”). By using your Linus Account, you agree and represent that you will use your Account only for yourself, and not on behalf of any third party, unless you have obtained prior approval from us. You are fully responsible for all activity that occurs under your Linus Account. We reserve the right, in our sole discretion, to deny service or use of the Services or the creation of or continued use of an Account at any time and for any reason.
2.3. Identity Verification
During registration of your Linus Account, you agree to provide us with the information we request, at registration or any time thereafter, for the purposes of verifying your identity and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You are required to complete certain verification procedures before you are permitted to use the Services. Your access to the Services and the limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis.
The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number and account number). By providing us with this or any other information that may be requested or required, you confirm that the information you provided is true and accurate.
You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crimes, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. Any such inquiry will be considered an identity check and should have no adverse impact on your credit rating.
2.4. Registration Data; Account Security
In consideration of your use of the Website, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website or otherwise requested by us (“Registration Data”); (b) maintain the security of your login credentials; (c) maintain and promptly update the Registration Data, and any other information you provide to Linus, to keep it accurate, current and complete; (d) promptly notify Linus regarding any material changes to information or circumstances that could impact your eligibility to continue to use the Website or the Services; and (e) be fully responsible for all use of your Account and for any actions that take place using your Account.
Linus provides you with access to a digital wallet hosted by a third-party partner that enables you to earn interest in the form of digital currency represented by the U.S. Dollar Coin (“USDC”). Linus facilitates access to USDC by allowing you to transfer U.S. Dollars via a financial institution partner, using instructions provided by you through the Website, to transfer funds from your linked bank account to Linus’s financial institution partner, at which point an equal amount of USDC is minted upon completion of the transfer.
Your USDC is transferred to and from interest generating opportunities, which are chosen by you on your behalf, by Linus’s third-party digital wallet provider. You may make these changes by adjusting your choice using the Linus application. Changes that you choose to make regarding your interest generating opportunity take effect once a week. Interest generating opportunities may be in the form of lending directly to a third-party borrower, or by supplying collateral to smart contract-based liquidity pools on the Ethereum blockchain. Linus reserves the right to modify or remove any interest generating opportunity made available to you at any time.
Interest rates for the Services in Linus are variable. Changes to interest rates will be posted on the Linus website or electronically delivered to you prior to any such changes being made. The notices are typically provided before the first business day of each month but Linus reserves the right to set the timing of such notices at our sole discretion.
The interest rates may be tiered, depending on variables that deemed appropriate in our sole discretion and interest is payable in arrears and added to the principal in your account on at least a monthly basis. The interest rate listed on the website at any given time reflects an annual percentage yield. The accrued interest will be calculated and paid to the one hundredth of a U.S. Dollar. Once the earned interest has been added to your account, you will continue to earn interest on the total balance in your account. Funds deposited into Linus’s financial institution partner through your Linus account begin generating interest once the transfer of funds and minting of USDC are deemed complete by both Linus’s financial institution partner and Linus’s third-party digital wallet partner.
Linus is not a bank, and does not offer checking accounts, savings accounts or any fiduciary services. Any banking services are provided by our financial institution partner. Digital currencies are not legal tender, are not backed by any government, and any balances on Linus are not subject to FDIC or SIPC protections.
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any interest received through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
5. Risk Factors
5.1. Interest Rate Risk
Interest rates for the Services are variable, meaning they can fluctuate even after you have deposited money into your Account. As a result, you may earn lower interest than the interest rate reflected on the Website when first using your Account. We are not responsible for any interest rate fluctuations, which are determined as set forth above. Further, the interest rates reflected on the Website are as of the current date and time and may change at any time, before or after your Account is opened.
5.2. Borrower Default Risk
The funds in your Account may be used to bilaterally fund a third-party borrower, or a liquidity pool on the Ethereum blockchain from which other users may borrow, which has certain borrower default risk. Third-party borrowers may post collateral, the value of which at the time of borrowing may be less than the amount borrowed (i.e., borrowers may be “under-collateralized”). As a result, you may earn lower interest than the interest rate reflect on the website and/or you may lose some or all of the amounts in your Account.
Liquidity pool borrowers are required to post collateral, the value of which at the time of borrowing is greater than the value of the digital currency they are borrowing (i.e., borrowers are “over-collateralized”). Nevertheless, if the value of the collateral that borrowers have posted rapidly falls, there may be insufficient residual value of the collateral value remaining to repay the loans these borrowers have taken, and, in turn, you may lose some or all of your initial amounts uploaded to your Account and/or your expected interest.
5.3. No Insurance
Your Linus Account and any money added to your Linus Account is not protected by any insurance of any kind, including any protections afforded by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Linus is not a bank and does not offer fiduciary services.
5.4. New Technical Risk
The technology used to support your Linus Account is new. While the technology has been extensively tested, the technology used to support the Services is still relatively new and remains under development. As a result, our technology could have bugs or security vulnerabilities and may undergo significant changes over time after you have registered for your Account and any such changes may not meet your expectations.
5.5. Risk of Reliance on Third Parties
To provide our Services, we may rely on third-party software and/or technologies and the continued development and support of third parties. We cannot assure you that those third parties will continue maintaining their support of their software, which may have a material adverse effect on our ability to provide our Services.
5.6. Information Security Risk
The Website and/or the Services may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Website or the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attack, consensus-based attacks, smurfing and spoofing. In the event of a software bug or weakness, there may be no remedy and you are not guaranteed any remedy, refund or compensation.
6. Website Availability
6.1. Access and Availability
You understand and agree that access to the Website and/or the Services may become degraded or unavailable at any time and we make no guarantee as to the availability of specific Linus Content. This could result in the inability to access the Services and/or your Account and may also lead to support time delays. Although we use reasonable efforts to keep the Website, the Services and your Account accessible, we do not guarantee that the Website, the Services and/or your Account will be available without interruption. To that end, you understand and agree that there may be interruptions in your ability to access your Account or the Services both within our control (e.g., routine maintenance) and outside of our control. You agree that Linus will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website or the services offered through it.
6.2. Website Accuracy
Although we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the content on the Website) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including, without limitation, information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third party materials (including, without limitation, any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to from the Website.
7. Intellectual Property and Limited License
7.1. Limited License
Unless otherwise indicated by Linus, the Services and all content and other materials therein, including, without limitation, our logo and all other designs, text, graphics, pictures, information, data, software, sound files, other files made available within the Services and the selection and arrangement thereof, and any documentation or other ancillary material provided to you by or on behalf of Linus (collectively, the “Linus Content”) are the proprietary property of Linus or our licensors or users and are protected by U.S. and international intellectual property laws.
We hereby grant you a limited, nonexclusive, non-sublicensable license to access and use the Services and Linus Content solely for the purpose accessing and using the Services as described under these Terms. You are not permitted to (a) sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Services or the Linus Content; (b) copy, reverse engineer, decompile, disassemble or attempt to discover the source code of our Services or Linus Content; (c) modify, alter or otherwise make any derivative uses of the Services or the Linus Content, or any portion thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the Services or Linus Content; (e) use any data mining, robots or similar data gathering or extraction methods; (f) download (other than the page caching) any portion of the Services or the Linus Content, except as expressly permitted via the Services; and (g) use the Services or the Linus Content other than for their intended purposes. Any use of the Services or the Linus Content other than as specifically authorized herein, without the prior written permission of Linus, is strictly prohibited and will terminate the license granted in this Section 7. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by Linus, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
Linus and other Linus graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Linus in the United States and in other countries. Our trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Linus. References to any products, services, processes, or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Linus. We may, at our sole discretion, limit access to the Website and/or terminate the Accounts of any users who infringe any intellectual property rights of Linus or others.
8. Electronic Disclosures and Communications
Because we operate only on the Internet, if you choose to use the Service, it is necessary for you to consent to communicate and transact business with us online and electronically. Therefore, as part of doing business with us, in the event we are required to provide a notice or other communication to you in writing, that notice or other communication may be sent to you electronically either via our Website or to the e-mail address you provide to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
By accepting these Terms, you expressly agree and consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Notwithstanding the aforementioned, any communications will be provided to you electronically through the Website or via e-mail to the e-mail address you provided us. If you require paper copies of any agreements or disclosures, you may sign into your Account print the documents desired.
8.3. Scope of Consent
Your consent to receive disclosures and transact business electronically, and our agreement to do so, applies to any use of the Services to which such disclosures relate, whether between you and Linus or a third party by and through the Service. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all disclosures relevant to the Services are received through the Website.
8.4. Change in Your Contact Information
You must keep Linus informed of any change in their e-mail so that you can continue to receive all agreements and disclosures in a timely fashion. If your registered e-mail address changes, you must notify us of the change by sending an email to firstname.lastname@example.org or calling 615-240-5609. You also agree to update your registered residence address and telephone number on the Website if they change.
9. Data Protection and Security
9.1. Password Security
In order to access the Services, you will be required to provide your name and e-mail address and to create a password. You are responsible for keeping the electronic device through which you access the Services safe and maintaining adequate security and control of any and all security details that you use to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected. Linus assumes no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Linus and/or failure to follow the requirements set out in this Section, or follow or act on any notices or alerts that we may send to you.
9.2. Loss of Compromise
Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Account by third-parties and the loss or theft of money held in your Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.
9.3. Shared Access
You should never allow remote access or share your computer screen with someone else when you are logged on to your Account. Linus will never under any circumstances ask you for your passwords or to screen share or otherwise seek to access your computer or Account. You should not provide your details to any third party for the purposes of remotely accessing your Account. Always log into your Account through the Website to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
9.4. Personal Data
9.5. Security Breach
If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Linus (together a “Security Breach”), you must notify Linus as soon as possible by e-mail free of charge at email@example.com or by calling us at 615-240-5609 and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
9.6. Safety and Security of Your Computer and Devices
Linus is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
10. Use of the Services
10.1. Prohibited Uses
You agree not to use the Services in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations. Without limiting the foregoing, you agree that you will not use the Services to transmit or disseminate: (i) junk mail, spam, or unsolicited material to persons or entities that have not agreed to receive such material or to whom you do not otherwise have a legal right to send such material; (ii) material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its clients or subscribers; (iii) material or data, that is illegal, or material or data, as determined by Linus (in its sole discretion), that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable, materials that are harmful to minors or excessive in quantity, or materials the transmission of which could diminish or harm the reputation of Linus or any third party service provider involved in the provision of the Services; (iv) material or data that is alcoholic beverage-related (e.g., beer, wine, or liquor), tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons-related (e.g., firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic-related (e.g., adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), violence-related (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-related (e.g. racist organizations), gambling-related (e.g., casinos, lotteries), specifically mentions any wireless carrier or copies or parodies the products or Services of any wireless carrier; (v) viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (vi) any material or information that is false, misleading, or inaccurate; (vii) any material that would expose Linus, any third party service provider involved in providing the Services, or any other third party to liability; (viii) any prohibited activities restricted by card networks, or (ix) any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to the equipment or facilities of any third party (collectively, “Prohibited Use”). You agree that you will not attempt to: (i) access any services for which your use has not been authorized; or (ii) use or attempt to use a third party’s account; or (iii) interfere in any manner the provision of the Services, the security of the Services, or other customers of the Services, or otherwise abuse the Services.
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.
Linus may suspend and restrict your access to any or all of the Services if: (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use; (iii) use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) our service partners are unable to support your use; (v) you take any action that Linus deems as circumventing Linus’ controls.
10.3. Not an Offering of Securities or Commodities
The content of the Website and the Services do not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments; the content or the Website and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation.
10.4. No Advice
Linus makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of investing in securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. Linus does not offer fiduciary services and is not your agent, advisor or fiduciary.
11. Disputes Resolution
11.1. Contact Linus
If you have feedback, or general questions, please contact us via our user support team at firstname.lastname@example.org. When you contact us please provide us with your name, e-mail address, and any other information we may need to identify you, your Account, and the Service on which you have feedback or questions. If you believe your Account has been compromised, you may also report your claim by calling 615-240-5609. Linus requires that all legal documents (including civil subpoenas, complaints, and small claims) be served to our Notice address as set forth in Section 15.7 (Notice).
If you have a dispute with Linus (a “Complaint”), you agree to contact Linus through our support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through the Linus support team, you and Linus agree to use the process set forth below in Section 11.3 (Arbitration).
Any dispute, claim or controversy relating in any way to these Terms or your use of the Linus Content, Website or Service (and that cannot be resolved pursuant to Section 11.2 (Complaint) above) will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The validity, construction, and interpretation of these Terms, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of Delaware in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law. You understand and agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this Agreement to arbitrate, and any such arbitration hearing shall be heard in the State of Delaware.
Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts.
You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Linus, and Linus waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Linus can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Linus further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void.
You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.
The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement.
In lieu of arbitration, you may also elect to have your claims decided in small-claims court, so long as the small-claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small-claims action.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES, THE WEBSITE, AND LINUS CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND LINUS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LINUS DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, THE WEBSITE AND THE LINUS CONTENT CONTAINED THEREIN, INCLUDING ANY AND ALL: (I) IMPLIED WARRANTIES OF MERCHANTABILITY; (II) IMPLIED WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LINUS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. LINUS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY LINUS OR OUR AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION 12 MAY NOT APPLY TO YOU.
13. Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL LINUS OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF LINUS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW LINUS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LINUS FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE WILL LINUS’ LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO LINUS FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM LINUS, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. Indemnification and Release
You agree, at your sole expense, to defend, indemnify and hold us, our parent company and its subsidiaries, our merchants, payment processors, payment card networks, financial institutions, our service providers and consultants, and our and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your use of the Services, the Website and/or Linus Content; or (ii) your violation of these Terms or the rights of any third-party.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
15. General Provisions
We may amend or modify this Agreement by posting on the Website or emailing to you the revised Terms, and the revised Terms shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Terms includes a material change, we will endeavor to provide you advanced notice via our Website and/or e-mail before the material change becomes effective.
You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Linus affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. In the event that Linus is acquired by or merged with a third party entity or undergoes a change of control, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
15.3. Force Majeure
Linus will not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
15.4. Governing Law; Venue
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Linus, except to the extent governed by federal law. You and Linus consent to personal jurisdiction on the courts of the State of Delaware.
15.5. Links to Other Websites and Content
The Website may contain (or you may be sent through the Website or the Services) links to other web sites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Website or any Third Party Content posted on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website.
The failure of Linus to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms will continue in full force and effect. If any provision of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
To give us notice under this Agreement, the user must contact Linus by facsimile transmission or personal delivery, overnight courier or registered or certified mail to:
41 Peabody St, Suite 430, Nashville, TN 37210
If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of the Terms will remain in full force and effect.
The following provisions of these Terms will survive termination of your use or access to the Website and/or your Account: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Website and/or your Account.