Terms of Service
Last Updated: January 1, 2023
These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective customer of Every’s services (“you,” “your”) and Invest Every, Inc (“Every,” “we,” “our,” or “us,”), as well as our affiliates and subsidiaries and governs your use of Every’s services, including mobile applications and website (collectively, the “Services”). By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Notice (Section 10) and terms that limit our liability (Section 20) and require individual arbitration for any potential legal dispute (Section 22), which are collectively incorporated herein by reference. You all agree to any additional terms specific to Services you use (“Additional Terms), such as those listed below, which become part of your agreement with us (collectively, the "Terms"). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these terms. You should read all of our Terms carefully.
Curator Agreement: These terms apply to all sellers on the platform.
Community Guidelines: These terms apply to all users.
1. Every Account Registration
You must open an account with us (an “Every Account”) to use the Services. When registering your account, which may occur in phases, we will ask you for information including Personal Information (Personal Information means data which identifies, describes, is associated with, or could be linked to an individual, such as a name, birthdate, postal address, email address, telephone number, driver's license number, Social Security Number or other government-issued identification number, credit card number of other unique identifiers).
Every grants you a personal, revocable, non-transferable, non-exclusive limited license to access and use the Services strictly in accordance with these Terms and any rules or guidelines found within the Services. All rights not expressly granted in these Terms are reserved for Every. Your use of the Services pursuant to these Terms is limited to (1) receiving information about our company, Services, and business activities; (2) accessing the Services; (3) selling, trading, or purchasing assets through the Services; and 4) collecting and sharing your assets. You may access, download, and print Service materials only as necessary to transact business with Every, Curators, or customers and receive information available on the Services and, in doing so, you must retain any and all notices, trademarks, and other markings found on Service materials.
In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services and any other content associated with assets (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise made available through the Services, except for rights expressly granted herein.
In order to operate the Services, we must obtain from you certain license rights in Your Content so that actions we take in operating the Services are not considered legal violations. Accordingly, by using the Services and uploading Your Content or otherwise made Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now known or later developed) but solely as required to be able to operate and provide the Services. You agree that this license includes the right for us to provide, promote, and improve the Services and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and includes a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, and solely for purpose of providing the Services, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.
As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content to the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. If you sell an asset, you agree that you will not have any claims against Every for any breach of these Terms and Conditions by a purchaser. We have the right to remove or refuse to post any of Your Content, including assets, (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for Every or other users.
We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Services, or any other payment or transactions that you conduct via the Services. We do not provide refunds for any purchases that you might make on or through the Services. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services.
Any purchase or sale of an asset that you make, accept or facilitate outside of the Services will be entirely at your risk. You acknowledge that you have obtained sufficient information to make an informed decision to purchase assets and accept the functions of the same. We do not control or endorse purchases or sales of assets outside of the Services. We expressly deny and disclaim any liability and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions in assets outside of the Services. You agree that you will comply with these Terms and any applicable guidelines.
We may make improvements, changes, or amendments to the information, services, products, and other materials on the Services, or terminate the Services at any time in our sole discretion.
The Services that may be accessed from, displayed on, or linked to from your mobile device or PC is not available in all languages or in all countries. We make no representations that the Services is appropriate or available for use in any particular location. To the extent you choose to access the Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws. We reserve the right to change, suspend, remove, or disable your access to the Services at anytime without notice and for any reason in our sole discretion. In no event will we be liable for the removal or disabling of access to the Services, whether temporary or permanent. We may also impose limits on the use of or access to the Services, or portions thereof, in any case, for any reason, and without notice or liability, again, in our sole discretion. You must be 18 or older to access or utilize the Services.
3. Disclaimer regarding investments and related content
Disclaimer. Nothing contained in the Services, including, without limitation, any Every Content (as defined below) constitutes investment, financial, accounting, tax or legal advice or should be considered an offer, solicitation of an offer or advice to buy or sell securities. Any decisions based on the information contained in the Services are the sole responsibility of the user of the Services. The securities made available through or discussed on the Services may not be suitable for all investors. Every makes no representations that such securities are available to or appropriate for investors or users in all jurisdictions or locations, nor that any investment vehicle is available or suitable for any particular use or purpose. All users accessing the Services do so on their own initiative and are responsible for compliance with applicable laws and regulations
General Risks. Investing involves risk, including market risks and macro conditions such as inflation and political and economic risk, and investments may lose value. Before investing, consider your investment objectives, financial resources, experience and risk tolerance and fees related to investing through the Services. Past performance does not guarantee future results. Investment outcomes and projections are hypothetical in nature and cannot be guaranteed. Investing in alternative assets, and in securities representing interest in alternative assets, involves higher risks than traditional investments and may have different financial and/or tax implications.
By using the Services, you represent and warrant that, with respect to making, or the decision to make, an investment in any security made available on or through the services:
You have read and understand the discussion of risks herein, and are aware of the risks of any investments in alternative assets or securities representing interest in alternative assets;
You will use your own judgment before making any decision to invest any amount of money in any security made available through the Services;
- You are solely responsible for complying with applicable law regarding any transaction, including without limitation, the determination of whether any investment complies with the terms of local law (whether the law of a U.S. state, or the law of foreign government with jurisdiction over you);
- You will obtain professional advice as is appropriate to protect your interests, including any legal, accounting, financial or other relevant advice;
- You understand that Every is not acting as an investment advisor or similar in relation to securities and is not, and will not be, in any way responsible for the success or failure of any investment made through the Services; and
- You are not relying upon any person or entity other than the underlying issuer of an investment.
4. Revisions, Disclosures and Notices
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.
You agree to Every’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your Every Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed on your Every Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that such email was not delivered. If you wish to withdraw your consent to receiving electronic communications, email us at email@example.com. If we are not able to support your request, you may need to terminate your Every Account.
You agree not to use the Services:
In any way that violates, or encourages any other entity to violate, any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other solicitation.
To impersonate or attempt to impersonate Every, an Every employee, another user, any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Every or users of the Services, or expose them to liability.
Further, you agree not to:
- Use any robot, spider or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services without our prior written consent.
- Use any device, software, or routine that interferes with the proper functioning of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the servers on which the Services are stored, or any server, computer, or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services, prevent access to use of the Services by our customers, or impose an unreasonable or disproportionately large load on our infrastructure.
- Except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disable or otherwise reverse engineer the Services.
- Transfer any rights granted to you under these General Terms.
- Use the Services for any illegal activity or goods or in any way that exposes you, other Every users, our partners or Every to harm.
- Engage in conduct that is obscene, fraudulent, indecent, defamatory, abusive, harassing, or threatening to others or negatively impacts others' ability to use the Services.
- Infringe upon the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary rights of any third party.
- Violate the privacy of individuals, including but not limited other users of the Services.
- Attempt to gain unauthorized access to any portion or feature of the Services or our systems, network or servers.
- Access, acquire, copy, monitor, circumvent, or create derivative works from any portion of our Services, systems, networks, or serves to obtain or attempt o obtain any Every Content (defined below), materials documents, or information through any means not purposely available through the Services.
- Sell, share, provide access to, license, or distribute any Every Content, materials documents, or information.
- Otherwise use the Service except as expressly allied under the Terms.
We reserve the right to bar any such activities or users in our sole discretion.
6. Compatible Mobile Devices and Third Party Carriers
We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreement with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.
7. Your Content
The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your Every Account or by terminating your Every Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.
You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Every’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Every, its affiliates or its customers or other persons to harm or liability of any nature.
Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Every may also monitor such Content to detect and prevent fraudulent activity or violations of Every’s General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
8. Links to Other Sites
If there are other websites and/or resources linked to via the Services, these links are provided only for the convenience of our users. We have no control over the contents of those sites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the privacy policies and/or terms and conditions for such sites.
9. Copyright and Trademark Infringement
We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.
We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Every Account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Every and provide all information requested by Every to remediate the breach. Any assistance provided by Every in relation to a security breach does not in any way operate as acceptance or acknowledgement that Every is in any way responsible or liable to you or any other party in connection with such breach.
Notwithstanding Sections 21 and 22, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Every Account subject to dispute) will be final and binding on all parties.
You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for an Every Account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from Every by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.
Every may be obligated under applicable laws to report certain information to tax and revenue authorities (“Tax Information”) and/or you with respect to your use of the Services. Upon request, you shall provide Every with the necessary information to complete any applicable Tax Information reporting and recertify such information from time to time, as may be required by applicable law. If you use our Services you acknowledge that we will report to the applicable tax and revenue authorities the required Tax Information.
14. Modification and Termination
We may terminate these General Terms or any Additional Terms, or suspend or terminate your Every Account or your access to any Service at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Services changes by email or at the next time you attempt to access your Every Account. You may also terminate the General Terms and Additional Terms applicable to your Every Account by deactivating your Every Account at any time.
15. Effect of Termination
If these General Terms or your Every Account is terminated or suspended for any reason: (a) the license and any other rights granted by Every under these Terms will end, (b) the license and any other rights granted to you under these Terms will continue, (c) you agree to immediately terminate and cease use of all Services, (d) we may (but have no obligation to) delete your information and account data stored on our servers, and (e) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 6 (Your Content), 7 (Link to Other Sites), 8 (Copyright and Trademark Infringement), 9 (Security), 10 (Privacy), 14 (Effect of Termination), 16 (Ownership), 17 (Indemnity), 18 (Representations and Warranties), 19 (No Warranties), 20 (Limitation of Liability and Damages), 21 (Disputes), 22 (Binding Individual Arbitration), 23 (Governing Law), 24 (Limitation on Time to Initiate a Dispute), 25 (Assignment), and 29 (Other Provisions).
We reserve all rights not expressly granted to you in these General Terms. The Services are protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.
For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit feedback, comments or ideas about the Services (“Ideas”). Submitting Ideas is entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to you.
You will indemnify, defend, and hold us (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.
18. Representations and Warranties
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.
19. No Warranties
THE USE OF “EVERY” IN SECTIONS 17 AND 18 MEANS EVERY, ITS ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, EVERY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
EVERY DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.
Every does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party. Every does not have control of, or liability for, goods or services that are paid for using the Services.
20. Limitations of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EVERY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, EVERY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL EVERY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR EVERY ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EVERY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EVERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
“Disputes” are defined as any claim, controversy, or dispute between you and Every, its suppliers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Every that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.
22. Binding Individual Arbitration
General. You and Every agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST EVERY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or Every agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Every should be sent by mail to Invest Every Holdings, Inc., Attn: Legal, 106 E 6th Street, #900-185, Austin, TX 78701. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in Texas, or federal court for the Texas, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and Every will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in Austin, Texas, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Every values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Every also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.
Opt Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create an Every account or we first provide you with the right to reject this provision.
The Opt Out must be mailed to Invest Every Holdings, Inc., Attn: Legal, 106 E 6th Street, #900-185, Austin, TX 78701. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the General Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.
Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Texas, or federal court for Texas.
23. Governing Law
These General Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by Texas law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.
24. Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
25. Payment Terms
We may process electronic funds transfers (“EFTs”) as a method to receive electronic deposits from users, to purchase and redeem investments and to issue refunds to users. EFTs are processed through an automated clearing house (ACH) and Fedwire. EFTs allow you to participate in, by purchasing securities, offerings by our affiliates. In order to use this payment functionality, you authorize us to share your identity and bank account with Templum Markets LLC (“TM”), a broker-dealer registered with the SEC and member FINRA and SIPC, and with DriveWealth (“DW”) also a broker-registered with the SEC and member FINRA and SIPC, for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data through the Services. You also authorize us, TM, and DW to process EFTs as you direct through the Services. You acknowledge that none of TM, DW or Every will be liable for any loss, expense or cost arising out of EFT services provided through your use of the Services, which EFTs are based on your instruction. TM and DW are third-party beneficiaries to these General Terms.
Unless expressly authorized by Every, these General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
27. Other Provisions
These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Every regarding the Services. In the event of a conflict between these General Terms and any other Every agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.
The Services are operated by Invest Every, Inc. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to:firstname.lastname@example.org or write to us directly at: Invest Every, Inc. 106 E 6th St, #900-185, Austin, TX 78701.