Connexus Secure Terms of Use

Last updated: 12/7/2017

Welcome, and thank you for your interest in Connexus Secure, LLC, a Delaware corporation, and the Connexus Secure payment and verification services, which are provided through our website at www.connexussecure.com, as well as through mobile and tablet applications, networks, embeddable widgets, downloadable software, sites, platforms and other services provided by us and/or third parties and by or on which sites, applications, networks, platforms and/or services a link to these Terms of Use is displayed (collectively, the “Service”). These Terms of Use, together with your acceptance in accordance with the following paragraph, create a legally binding contract between you, an individual resident in the United States (“You,” “you,” or “your”), and Connexus Secure, in respect of our provision of the Service.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING “AGREE AND LOGIN,” “AGREE,” “SIGN IN,” “LOG IN,” “CONTINUE”, “PAY NOW” or “DONATE NOW” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING THE CONNEXUS SECURE PRIVACY POLICY INCORPORATED BY SECTION 8.1 BELOW (COLLECTIVELY, THESE “TERMS”). If you are not eligible (as described in Section 2 below), or do not agree to these Terms, then please do not use the Service.

THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND Connexus Secure WILL BE RESOLVED BY BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE TERMS (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 AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 17 below for the details regarding your agreement to arbitrate any disputes with Connexus Secure.

Connexus Secure Service Overview

  1. The Service enables you to: (a) use your bank account to make electronic payments directly from such bank account to merchants and other third party providers of goods and services; (b) use your bank account as a means of information verification or retrieval so that payments can be made from such bank account to such merchants or other third party providers (or to a third party on such merchants’ and third party providers’ behalf) in connection with the provision of their goods and services; or (c) to receive funds in your bank account from a third party payor in connection with the provision of their goods and services. As used in these Terms, “Bank” means a federal- or state-chartered bank, thrift, or other chartered depository institution. By using the Service, you authorize Connexus Secure to make payments and/or provide such verified or retrieved information to third parties as described in these Terms. The Service may be offered or made available or accessible to you as part of or by virtue of your existing relationship(s) with a merchant or other third party provider engaged in the provision of goods and services to you; Connexus Secure does not have control of, or responsibility or liability for, any goods or services that are provided by such merchants or third parties or otherwise facilitated, paid for or accessed through use of the Service or the amounts that a third party payor decides to deposit into your bank account.

Eligibility

  1. You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from using the Service; and (iii) that your use of the Service is in compliance with any and all applicable laws and regulations and all agreements that you may have with third parties. If you are
    using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such entity, organization or company to these Terms and you agree to be bound by these Terms on behalf of such entity, organization or company.

Information

  1. To access and use the Service, you may be required to provide us with information necessary to access and use your Bank account to make the requested payment(s) or verify or retrieve certain information. You may be asked for, among other things, a Bank name, a Bank account login ID, password PIN number, answers to security questions or other authentication information (i.e. online banking access credentials), a Bank account number and Bank routing transit number, a Bank account type, and potentially other personal identification data, such as your name, or driver’s license number. By using the Service, you authorize us to process and use your provided information, in accordance with our Privacy Policy, for: (i) accessing your Bank account and information associated with your Bank account (including personally identifiable information); (ii) verifying that you are the holder of such Bank account and that you have all necessary rights and authority to use such Bank account; (iii) verifying your identity and other information (including personally identifiable information); (iv) verifying that your Bank account is in good standing; (v) providing relevant verified or retrieve information (but not your online banking access credentials) to the relevant merchants and other third parties\for the purpose of facilitating the provision of goods and services to you, and (vi) otherwise as contemplated by our Privacy Policy. You are responsible for maintaining the confidentiality, adequate security and control of any and all online banking access credentials that you use to access the Service. We promise never to store or share your online banking access passwords, PIN numbers, security questions and answers, or any other authentication information provided by you and used to access your online banking account. If you have reason to believe that your Bank account is no longer secure, then you must immediately notify us at support@connexussecure.com.

Payment Processing

4.1 Payments. If you make or authorize a payment on the Service user interface and Connexus Secure is responsible for processing such payment as part of the Service (as opposed to, alternatively, the third party merchant processing the payment), you are giving electronic consent and authorization to Connexus Secure to request an electronic transfer from your Bank account. Upon such request, Connexus Secure will request an
electronic payment through the Automated Clearing House (“ACH”) system from your U.S. bank account in the amount specified. You agree that such requests constitute your authorization and consent to access the designated Bank account and to make such transfers. You acknowledge and agree that Connexus Secure has the authority to re-present the ACH payment transaction up to two additional times to recover funds from
your Bank account, when applicable, in the event of an exception or failure to process the original transaction. Connexus Secure also has the authority to pursue other means available under the law to recover funds from you and impose a fee on you for doing so. You acknowledge and agree that not all merchants or other third parties may make the Service available to you for payment for goods and services, and that some merchants or other third parties may make the Service available only to effect payment for certain goods and services. You also acknowledge and agree that your use of the Service is dependent on your Bank’s ability to support transactions processed by the Service. Your Bank may impose restrictions or requirements preventing your use of the Service. Please see the terms of use or related restrictions published by your Bank. You may be charged a service fee for any ACH transactions that result in a returned ACH payment, such as, but not limited to, those caused by insufficient funds in your Bank account, closure of your Bank account, or if the Bank account number or other information you provided is incorrect.

4.2 Recurring Payments. The Service may include functionality for activating, updating or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Service, you authorize the merchant or other third party and/or Connexus Secure to charge all accrued amounts due on or before the payment due date from the time such recurring payment is activated until cancellation of the recurring payments. If you use the Service to update or cancel any existing recurring payment, it may take up to 3 business days for the update or cancellation to take effect.

4.3 Disbursements. The Service may include functionality that allows a third party to deposit funds in your bank account. You acknowledge and agree that not all third party may make the Service available to you as a means of depositing funds in your bank account.

4.4 Connexus Secure Obligations; Liability. Connexus Secure will use commercially reasonable efforts to provide you with the Service, including, if applicable, to properly make timely payments to you or the applicable third parties. However, you are responsible for conforming the accuracy of the information you provide about each payment, including, if applicable, the amount of the transaction. In addition to other limitations on liability set forth in these Terms, CONNEXUS SECURE SHALL INCUR NO LIABILITY TO YOU IF THE SERVICE IS UNABLE TO COMPLETE A PAYMENT OR PROVIDE INFORMATION VERIFICATION OR RETRIEVAL BECAUSE OF THE EXISTENCE OF ANY ONE OR MORE OF THE FOLLOWING CIRCUMSTANCES:

  • The Service is not working properly and you know or have been advised by the Service about the malfunction before you conform or execute a transaction;
  • You have not provided the Service with the correct Bank account or other information requested from you;
  • Your Bank account or the third party payor’s Bank account does not contain sufficient funds to complete the payment;
  • Circumstances beyond the control of Connexus Secure, particularly delays in handling and posting of payments by merchants or financial institutions (including your Bank), resulting in a payment taking longer to be credited to the third party merchant’s account or your Bank account than expected over the ACH system;
  • The merchant or the third party payor elects not to process, or to delay processing of any requested transaction;
  • Any force majeure event beyond Connexus Secure’s reasonable control, including any (i) severe weather or natural disaster, (ii) war, riot or civil commotion, (iii) governmental acts or directives, or (iv) strikes, work stoppage, or equipment or facilities shortages.

4.4 Unauthorized Payments. “Unauthorized Payments” are those payments that occur through the Service that you did not authorize and that do not benefit you. You should regularly review your Bank statements and review your payment history to identify any Unauthorized Payments. If you believe there has been an Unauthorized Payment made from your Bank account, you must notify Connexus Secure immediately at support@Connexussecure.com (mailto:support@connexussecure.com).

4.5 Refunds. Connexus Secure does not perform payment refunds. You must contact the third party merchant to initiate a refund transaction.

4.6 Payment Limits. Connexus Secure may, in its sole discretion, apply payment limits on a per transaction or aggregate basis from time to time and for any reason.

Third-Party Sites and Linked Websites

  1. By using the Service, you authorize Connexus Secure to access third party sites designated by you (including the online banking website of your Bank), on your behalf, to retrieve and/or verify information needed in connection with our provision of the Service. You hereby authorize and permit Connexus Secure to process and use information submitted by you to the Service (such as Bank account login ID, password and other authentication information) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For all purposes hereof, you hereby grant Connexus Secure a limited power of attorney, and you hereby appoint Connexus Secure as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your
    name, place and stead, in any and all capacities, to access third party sites, retrieve and/or verify information, process and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.

YOU ACKNOWLEDGE AND AGREE THAT WHEN CONNEXUS SECURE IS ACCESSING, RETRIEVING AND/OR VERIFYING INFORMATION ON OR FROM THIRD PARTY SITES, CONNEXUS SECURE IS ACTING AS YOUR AGENT AND ON YOUR BEHALF, AND IS NOT THE AGENT OF OR ACTING ON BEHALF OF A MERCHANT OR ANY OTHER THIRD PARTY.

You agree that the relevant merchants and other third parties engaged in the provision of goods and services to you shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you in favor of Connexus Secure. You understand that Connexus Secure has no relationship to, affiliation, or connection with any third party site accessed by Connexus Secure in connection with its provision of the
Service. The Service is not endorsed or sponsored by any such third party sites. You agree that Connexus Secure assumes no responsibility and shall incur no liability with respect to the acts, omissions, or determinations of any such third party site. You acknowledge and agree that Connexus Secure may not maintain the same level of security against unauthorized access to your account information as the third party
sites on or from which you authorize Connexus Secure to access, retrieve and/or verify information on your behalf. The websites and any other applications, networks, platforms and/or services on or by which the Service is made available or accessible may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.

Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

6.1 Use the Service for any illegal purpose, or in violation of any local, state, national, or international law;

6.2 Perform any fraudulent activity, including performing fraudulent transactions, impersonating any person or entity, claiming false affiliations, accessing the accounts of others without permission, or falsifying your age or date of birth;

6.3 Interfere with security-related features of the Service, including without limitation 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 the Service or any part thereof except to the extent that such activity is expressly permitted by applicable law;

6.4 Interfere with the operation of the Service or any user’s enjoyment of the Service, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other users of the Service, (iii) attempting to collect personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Service, or violating the regulations, policies, or procedures of such networks, equipment, or servers;

6.5 Attempt to do any of the foregoing in this Section 6, or assist or permit any persons in engaging or attempting to engage in any of the activities described in this Section 6.

Termination of Use; Discontinuation and Modification of the Service

  1. If you violate any provision of these Terms, your permission to use the Service will terminate automatically.
    Additionally, Connexus Secure, in its sole discretion may suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or
    termination of your access to or use of the Service. You may terminate your use (and any future use) of the Service at any time by contacting customer service at support@Connexussecure.com (mailto:support@Connexussecure.com). If you terminate your use of the Service, you will remain obligated to pay all outstanding payments authorized, if any, relating to your use of the Service incurred prior to termination.

Privacy Policy; Additional Terms

8.1 Privacy Policy. Please read the Connexus Secure Privacy Policy, located at http://www.Connexussecure.com/privacy-policy, carefully for information relating to our processing, collection, use, storage and disclosure of your personal information. When your information is shared with a third party merchant with your consent, such third party merchant is responsible for handling your personal information under it own privacy policy and we assume no responsibility for their acts and omissions. The Connexus Secure Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms.

8.2 Additional Terms. Your use of the Service is subject to any and 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 the Service, or any website, application, network, platform or service on or by which the Service is made available or accessible (the “Additional Terms“), such as end-user license agreements for any downloadable applications
that we may offer, or rules applicable to particular features or content on the Service, subject to Section 9 below. All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.

Changes to the Terms

  1. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Service, or any website, application, network, platform or service on or by which the Service is made available or accessible, by sending an email to any address you may have used to register for an account, or through other mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms. If we require your acceptance of the changed Terms, changes are effective only after your acceptance. If you do not accept the changed Terms, we may terminate your access to and use of the Service. Changes to these terms are effective upon publication of the changed Terms. Disputes arising under these Terms will be resolved in accordance with the Terms in effect at the time the dispute arose.

Ownership; Proprietary Rights

  1. The Service is owned and operated by Connexus Secure. 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 (the “Materials”) provided by Connexus Secure are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of Connexus Secure or our third-party licensors. Except as expressly authorized by Connexus Secure, you may not make use of the Materials. Connexus Secure reserves all rights to the Materials not granted expressly in these Terms.

Indemnity

  1. You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Connexus Secure and its officers, directors, employees, consultants, affiliates, subsidiaries and agents, the merchants and other third parties offering or making available or accessible to you the Service, and your Bank (collectively, the “Connexus Secure Entities“) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Service; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.

Disclaimers; No Warranties

  1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. CONNEXUS SECURE ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, OR ANY WEBSITE, APPLICATION, NETWORK, PLATFORM OR SERVICE ON OR BY WHICH THE SERVICE IS MADE AVAILABLE OR ACCESSIBLE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NONINFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
    CONNEXUS SECURE ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, OR ANY WEBSITE, APPLICATION, NETWORK, PLATFORM OR SERVICE ON OR BY WHICH THE SERVICE IS MADE AVAILABLE OR ACCESSIBLE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE, OR ANY WEBSITE, APPLICATION, NETWORK, PLATFORM OR SERVICE ON OR BY WHICH THE SERVICE IS MADE AVAILABLE OR ACCESSIBLE, WILL CREATE ANY WARRANTY REGARDING ANY OF THE CONNEXUS SECURE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALINGS WITH OTHER SERVICE USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE OR ANY WEBSITE, APPLICATION, NETWORK, PLATFORM OR SERVICE ON OR BY WHICH THE SERVICE IS MADE AVAILABLE OR ACCESSIBLE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE, OR ANY WEBSITE, APPLICATION, NETWORK, PLATFORM OR SERVICE ON OR BY WHICH THE SERVICE IS MADE AVAILABLE OR ACCESSIBLE, AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.

WE MAKE NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE ACCURACY, APPLICABILITY, FITNESS OR COMPLETENESS OF THE CONTENTS OF ANY WEBSITE ACCESSED THROUGH THE SERVICE NOR DO WE WARRANT THE PERFORMANCE, EFFECTIVENESS OR APPLICABILITY OF ANY SITES LISTED OR LINKED TO AND FROM OUR WEBSITE, OR OTHERWISE ACCESSED IN CONNECTION WITH USE OF THE SERVICE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability

  1. IN NO EVENT WILL CONNEXUS SECURE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) 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, WHETHER OR NOT THE CONNEXUS SECURE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE CONNEXUS SECURE ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF, ACCESS TO OR ANY INABILITY TO USE OR ACCESS THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, OR ANY WEBSITE, APPLICATION, NETWORK, PLATFORM OR SERVICE ON OR BY WHICH THE SERVICE IS MADE AVAILABLE OR ACCESSIBLE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS (IF ANY) YOU HAVE PAID TO CONNEXUS SECURE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. 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.

Third Party Disputes

  1. ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION YOUR BANK, ANY MERCHANT, OR OTHER THIRD PARTY INVOLVED IN OR RELATED TO ANY PAYMENT OR TRANSACTION MADE OR ATTEMPTED TO BE MADE THROUGH THE SERVICE, OR OTHERWISE IN CONNECTION WITH THE SERVICE, IS DIRECTLY AND SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE CONNEXUS SECURE (AND OUR OFFICERS, DIRECTORS, AGENTS,
    SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §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.”

Governing Law

  1. These Terms shall be governed by the laws of the Commonwealth of Virginia without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Connexus Secure agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Henrico County, Virginia for the purpose of litigating all such disputes.

General

  1. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Connexus Secure regarding your use of and access to the Service, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights hereunder, 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. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute 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 shall not have any impact on the interpretation of particular provisions. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 2, 4, and 6 through 19.

Dispute Resolution and Arbitration

17.1 Generally. In the interest of resolving disputes between you and Connexus Secure in the most expedient and cost effective manner, you and Connexus Secure agree that any and all controversy, claim or disputes arising in connection with these Terms or in connection with the Service or the relationship between the parties hereto shall be resolved by binding arbitration. Arbitration is more informal 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. Our agreement to arbitrate all disputes includes, but is not limited to 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 the claims arise during or after the termination of these Terms. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Judgment on the arbitration award may be entered into any court having jurisdiction thereof. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CONNEXUS SECURE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION

17.2 Exceptions. Notwithstanding subsection 17.1, you and Connexus Secure both agree that nothing herein will be deemed to waive, preclude, or otherwise limit our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek any interim or preliminary relief from a court of law to protect the rights or property of either party pending completion of arbitration, or (iv) file suit in a court of law to address intellectual property infringement claims.

17.3 Arbitrator. Any arbitration between you and Connexus Secure will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules“) of the American Arbitration Association (“AAA“), as modified by these Terms, and will be administered by the AAA. 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 Connexus Secure.

17.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to, the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice“). Connexus Secure’s address for Notice is: Connexus Secure, 8100 Three Chopt Rd., Richmond, Virginia, 23229. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand“). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Connexus Secure may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Connexus Secure shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Connexus Secure shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by Connexus Secure in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00, whichever is greater.

17.5 Fees. In the event that you commence arbitration in accordance with these Terms, Connexus Secure will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Henrico County, Virginia; provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) 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 such case, you agree to reimburse Connexus Secure 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 shall 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.

17.6 No Class Actions. YOU AND CONNEXUS SECURE 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 Connexus Secure 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.

17.7 Modifications. In the event that Connexus Secure makes any future change to this arbitration provision (other than a change to Connexus Secure’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Connexus Secure’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

17.8 Enforceability. If Subsection 17.6 is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 15 shall govern any action arising out of or related to these Terms.

Consent to Electronic Communications.

  1. 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 your choices regarding 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 such communications be in writing.

Contact Information

  1. The services hereunder are offered by Connexus Secure, Inc., Located at: 8100 Three Chopt Rd., Richmond, Virginia 23229.
    You may contact us by sending correspondence to the foregoing address or by emailing us at: support@Connexussecure.com (mailto:support@Connexussecure.com).

If you are a Virginia resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.