Terms of Service

Last updated June 17, 2019

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

1.     Acceptance of these Terms

Welcome to GetCents. These Terms of Services (“Terms”) are a legal agreement between you and Get Cents LLC and its corporate affiliates, subsidiaries, and divisions as may change from time to time (collectively, “GetCents,” “we,” “us,” and “our”). These Terms govern your access to, use of, and participation in the services, websites, software, and mobile or other applications offered by or through GetCents (collectively, the “Services”). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services, you, your heirs, assigns, and successors (collectively, “you”) are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you must stop accessing or using the Services.

2.     Modifications

We may revise these Terms from time to time to reflect changes to the Services, our users’ needs, our business priorities, or changes in laws and regulations. The most current version will always be on this page. If the revision, in GetCents’ sole discretion, is material under applicable law, we will notify you in accordance with law. Except as set forth in the Arbitration and Class Action Waiver section below, by continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. The Terms were most recently updated on the effective date listed at the top of this page.

3.     Additional Terms and Policies

Please review GetCents’ Privacy Policy, incorporated herein by reference, for information and notices concerning GetCents’ collection and use of your information. Please review the full set of key GetCents policies that govern your use of the Services and our interactions with you and third parties.

4.     Eligibility

You may use the Services only if you can form a binding contract with GetCents, and only in compliance with these Terms and all applicable laws. Only individuals are eligible; you may not use the Services if you are engaging with us in your capacity as a business, company, or other entity.

The Services may only be used by individuals over the age of eighteen (18) years old who are residents of the United States of America. By accessing the Services, you represent that you are over the age of eighteen (18) years old and are a resident of the United States of America.

If GetCents has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

5.     Account Registration and Use

You may be required to register for a password-protected account (“Account”) to use parts of the Services. You must provide accurate, current, and complete information during the registration and at all other times when you use the Services, and to update information to keep it accurate, current, and complete.

You are solely responsible for safeguarding your Account password and any other log-in credentials we provide to you. You are solely responsible for all activity that occurs on your Account, and we may assume that any communications we receive under your Account have been made by you. You must notify GetCents immediately of any breach of security or unauthorized use of your Account. GetCents will not be liable and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by GetCents or a third party arising from someone else using your Account due to your conduct regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.

6.     Rules and Prohibitions

You may not use the Services to, and you represent and warrant that any User Communications (as defined below) that you transmit or post do not:

7.     User Content

Certain areas of the Services provide you with tools to enable you to transmit, link, display, or otherwise make available (hereinafter, “post”) information, text, graphics, photograph, audio, video, postings, reviews, designs, inventions, or other materials (“User Content”). User Content must comply with these Terms. You retain ownership of all intellectual property rights you have in the User Content you post through your use of the Services.

By posting User Content on or through the Services, you grant GetCents a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and otherwise exploit such User Content in any format or medium now known or developed in the future, in order to provide the Services subject to applicable law and our Privacy Policy. For example, you may grant us access to your mobile device address book, so that we help you find the best people to make referrals to and the best brands to refer. You decide the recipients of referrals. Notwithstanding the license granted to GetCents in User Content and for avoidance of doubt, our use and retention of your personal data, including any that is contained in User Content, shall also be governed by and comply with the GetCents Privacy Policy. You represent, warrant and agree that you have the necessary rights to grant us the license described in this Sections for any User Content that you post.

GetCents reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates these Terms or we consider to be objectionable for any reason.

GetCents reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of GetCents, its users and the public.

8.     Referral Program

The Referral Program and Merchants

Users may enroll in our referral program (“Referral Program”). The Referral Program pays eligible Users referral fees for using the Services to refer friends or family to retailers and other merchants participating in the then-current Referral Program (the “Merchants”).

GetCents retains sole discretion in determining the referral fees available to each User, what Merchants are featured on our Services, which Merchants are displayed to you, and the order in which they are displayed to you. The manner in which we feature Merchants may in part be affected by our relationships with Merchants. For example, Merchants may provide extra compensation to us to be featured Merchants on the Services.

Eligibility and Rules

To be eligible to receive referral fees Users must comply with GetCents’ Eligibility and Rules.

Other Terms Governing Referral Program

Links directing Referred Users to Merchants will take such Referred Users to websites not controlled or monitored by GetCents. Please be advised that any activity conducted on Merchant websites is governed by separate terms and privacy policies. Merchant websites may also include unique terms governing returns, exchanges, refunds, and shipping. GetCents is not an agent of any Merchant. If Merchants have joined the Referral Program, GetCents is not responsible for any Merchant’s withdrawal from the Referral Program, or any effect on availability of referral fees or discounts as a result of such withdrawal.

Users (including Referred Users) seeking to earn referral fees must link to your Account an electronic payment method we accept (“Payment Method”). As of the Effective Date of these Terms, we accept PayPal as a Payment Method. GetCents has sole discretion to update the Payment Methods we accept. You, not we, are responsible for any fees imposed by your choice of Payment Method. You agree to add only a Payment Method for which you are authorized to receive and withdraw funds to your Account profile, and you understand that we are not responsible for any errors in your information. If the information is not correct, we will not be able to provide the referral fees. You further agree to provide additional information we may reasonably request to verify your identity as a condition for receiving payment.

Earnings shall not accrue for Users (including Referred Users) until after we have verified a purchase of goods or services in accordance with the rules associated with the applicable Link. We have sole discretion in determining the frequency with which we disburse earnings to your Account. For example, we may also combine earnings over time and disburse them to your Account together at a later point in time, and we may also exercise discretion in disbursement of earnings to prevent fraud on our Services. Users may earn no more than $10,000 a month in disbursements, and we may change these limits at any time in our sole discretion. GetCents does not tolerate misconduct or fraud on our Services. Accordingly, GetCents may make account adjustments for any referral fees that we believe, in our sole discretion, deems fraudulent, abusive, unethical, suspicious, illegal, or otherwise in violation of these Terms, even if they do not reach the monthly limits set forth herein. Such decisions are final. If you disagree with any adjustments made to your account or payments made to you, you may contact us at support@getcents.com. GetCents also has sole discretion to notify law enforcement and other authorities if we believe you have violated any applicable law.

We may request additional information from you for tax purposes, e.g. to provide you with a 1099-MISC or other tax-related documents. You agree to respond promptly to such requests and provide us with accurate information. We may withhold disbursements, terminate your Account, and/or take other actions in our sole discretion if you do not provide us with timely and accurate information. Notwithstanding anything to the contrary, GetCents is not responsible for any tax liability associated with any referral fees or other consideration you receive from our Services. Please consult a qualified tax professional to assess your individual situation.

Users are solely responsible for the Links they transmit. Though GetCents may suggest recipients of the Links, each User has sole authority to identify recipients of Links. You understand that you control the content of all communications facilitated by the Services, the recipients of such communications, and the timing of when such communications are transmitted. You represent and warrant that you will transmit Links in compliance with all applicable laws, including CAN-SPAM and the Telephone Consumer Protection Act.

Account Maintenance Fees

GetCents incurs costs associated with the creation and maintenance of your Account. If you do not engage in any Activity in your Account for one (1) year, we may thereafter charge you, on a monthly basis, the lesser of (1) $1.00 USD, or (2) the amount of earnings in your Account (in either case, an “Account Maintenance Fee”). GetCents will attempt to notify you before any Account Maintenance Fee is deducted from your Account, e.g. by sending you an email to the email address associated with your Account. We are not responsible for your inability to access or receive emails from us. Subject to our right to terminate your Account under these Terms, you can stop the continued assessment of Account Maintenance Fees if you initiate Activity in your Account, though you may not recover previously-assessed Account Maintenance Fees. GetCents will only deduct Account Maintenance Fees from the balance in your Account—we will not ask you to make a payment for Account Maintenance Fees with credit or debit cards, checks, or cash. As used herein, “Activity” means any of the following: (1) using the Services to send a Link; (2) using the Services to submit verification of a purchase eligible for rewards in the Services; (3) modifying your Payment Method; or (4) initiate a disbursement of earned rewards from your Account into your Payment Method.

9.     GetCents' License to You

Subject to your compliance with these Terms, GetCents grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable, license to use the Services as it is provided to you by GetCents and reproduce and display content published by GetCents (“GetCents Content”) solely for your personal use and only in connection with your access to and participation in the Services and only in a manner that complies with all legal requirements that apply to you or your use of the Services, including those relating to data privacy, such as those specified in the GetCents Privacy Policy. GetCents may revoke this license at any time, in its sole discretion. Upon such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise. Upon termination, you are not permitted to transmit or redeem any Links.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services, except as expressly permitted in these Terms. The Services and content therein are provided to you AS IS. If you download or print a copy of the Services or content therein for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by GetCents or its licensors, except for the licenses and rights expressly granted in these Terms.

While GetCents strives to create the most user-friendly experience possible, all aspects of the Services are subject to change or elimination at GetCents’ sole discretion.

10.     Account Suspension and Termination

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate, or cancel your Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Services or receive assistance from GetCents support teams; and (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken. You may cancel your use of the Services and/or terminate your Account at any time by emailing support@getcents.com.

11.     Proprietary Rights

All right, title, and interest in and to the Services (excluding your User Content), are and will remain the exclusive property of GetCents and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, Services marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of GetCents and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by GetCents and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of GetCents and such others. Except as explicitly provided herein, nothing in these Terms gives you a right to use the GetCents name or any of the GetCents trademarks, logos, domain names and other distinctive brand features. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against GetCents and its Users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your Account or the Services.

13.     Warranties and Disclaimers

Your access to and use of the Services or any content available through Links is at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, GETCENTS AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any content thereon. GetCents will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content available therein. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from GetCents or through the Services, will create any warranty not expressly made herein.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS FACILITATED BY THE SERVICES, INCLUDING OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT GETCENTS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. GETCENTS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. GETCENTS EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

The Services are controlled and operated from its facilities in the United States. GetCents makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

14.     Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GETCENTS AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GETCENTS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

15.     Indemnification

TO THE FULL EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD GETCENTS AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR ACCESS TO OR USE OF THE SERVICES OR YOUR VIOLATION OF THESE TERMS; (B) YOUR USER CONTENT; AND (C) YOUR INTERACTION WITH ANY USER OR RECIPIENT OF LINKS SENT BY YOU.

If you are a California resident, you hereby 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.” This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

16.     Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and GetCents agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to your use of the Services, including your receipt of communications containing Links); and claims that may arise after the termination of these Terms or agreement to arbitrate. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with GetCents as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach GetCents’ support department at support@getcents.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the GetCents support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com ); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS NEW YORK; and (c) send one copy of the Demand for Arbitration to GetCents at 121 W. 36th Street Suite 502, New York, NY 10018.

You will be required to pay $250 to initiate an arbitration against us, provided that we will pay your fee if your claim is for less than $10,000.00. If the arbitrator finds the arbitration to be non-frivolous, GetCents will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of New York, United States of America. You and GetCents further agree to submit to the personal jurisdiction of any federal or state court in New York County, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND GETCENTS 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. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to register for your account) written notice of your decision to opt out to legal@getcents.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Services or the effective date of the first set of Terms containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, GetCents also will not be bound by them.

Changes to This Section: GetCents will provide thirty (30) days' notice of any changes to this section by posting on the Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your account or the Services.

17.     General

Governing Law. You agree that: (i) the Services shall be deemed solely based in New York; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over GetCents, either specific or general, in jurisdictions other than New York. These Terms shall be governed in all respects by the internal substantive laws of the State of New York, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims that must be arbitrated pursuant to the Arbitration and Class Action Waiver section, any claim or dispute arising in connection with the Services shall be decided exclusively by a court of competent jurisdiction located in New York County, New York, and you consent to the personal jurisdiction of and venue in such courts and waive any and all jurisdictional and venue defenses or objections otherwise available.

Entire Agreement. These Terms, together with the GetCents Privacy Policy and any other legal notices, amendments, and additional agreements or policies published by GetCents on the Services, shall constitute the entire agreement between you and GetCents concerning the Services. Except as set forth in the Arbitration and Class Action Waiver section, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. These Terms supersede and replace any prior agreements between GetCents and you regarding the Services.

Section Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and GetCents’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Force Majeure. Neither GetCents nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Transferability and Assignability. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GetCents without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.

Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received by mail at 121 W. 36th Street Suite 502, New York, NY 10018.

Contact us. Please contact us at support@getcents.com with any questions regarding these Terms.

18.     Apple-specific Terms

If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple’s iOS operating system (an “iOS App”), you acknowledge and agree that:

In addition, you represent and warrant that: