Terms & Conditions of Use and Electronic Consent
Last Modified: April 3, 2020
Thank you for selecting the Services offered by Mia Share Inc. (“Mia Share,” “we,” “us,” or “our”). Please review these terms and conditions for your use of any of Mia Share’s website (the “Site”), mobile applications, platforms, products or services (the “Services”) thoroughly. The following is a legal agreement (the “Agreement”) between you and Mia Share and govern all aspects of your use of the website. Please read these Terms carefully.
Mia Share partners with schools, training programs, higher education institutions and their affiliates to offer financial solutions for attendance. By accessing or using any of the information, materials, or functions available on the Site, you agree to be bound by these Terms. By accepting electronically (for example, clicking "I Agree") and installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
Dwolla TOS Disclosure In order to use the payment functionality of our application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at www.mia-share.com and info@mia-share.com.
Age Requirement Each user that signs-up to create a Dwolla account to use the ACH payment solution must be at least 18 years of age or older.
1. AGREEMENT. This Agreement describes the terms governing your use of the Mia Share Services. It includes by reference:
· Mia Share's Privacy Policy provided to you in the Services available on the Site or provided to you otherwise.
· Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc. During your use of the Services, you may also be subject to third-party Terms and Conditions.
2. YOUR RIGHTS TO USE THE SERVICES. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Mia Share. Mia Share reserves all other rights in the Services. Until termination of this Agreement and as long as you comply with this Agreement, Mia Share grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement, including but not limited to all applicable mortgage regulations. You agree you will not:
· Provide access to or give any part of the Services to any third party not authorized by Mia Share.
· Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
· Make the Services available on any file-sharing or application hosting service.
3. CONSENT TO DO BUSINESS ELECTRONICALLY The following disclosures are required by the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN”). As part of the Services, including the establishment and ongoing maintenance of the related transaction or an account you create with us, you have the option to receive all required documents and disclosures electronically. In order for you to take advantage of this service, you must first be provided with this E-SIGN Disclosure and Consent disclosure.
After reading this disclosure, if you wish to consent to electronic delivery, you can consent by checking the “I agree to use electronic records and signatures” box, when prompted during your onboarding of the Services. By checking that box, you are consenting to receive disclosures, notices, and other documents and all changes to the disclosures, notices, etc. (“Records and Communications”) electronically.
Your agreement also disclosures and communications related to your transactions and online account services;
• Notices or disclosures about a change in the terms concerning the real-time payments and online account and related services (including payment services);
• Privacy policies and notices.
• Other Communications as part of our products and services via text messaging, emails, and chat.
Providing Records and Communications in Electronic Form. Once you have consented, we will provide Records and Communications to you in electronic form by (i) by email and hyperlinks included in emails, (ii) websites, (iii) mobile applications, (iv) mobile websites, (v) SMS messages (including text messages), or (vi) other electronic communications provided through the Services.
Hardware and Software Requirements. To receive an electronic copy of Records and Communications, you must have the following equipment and software:
• A personal computer or other device which is capable of accessing the Internet;
• Internet access;
• A valid email address;
• An Internet web browser which is capable of supporting 128-bit SSL encrypted communications, which requires a minimum web browser version of either Microsoft® Internet Explorer version 9.0 and your system or device must have 128-bit SSL encryption software;
• You must have software which permits you to receive and access Portable Document Format or “PDF” files, such as Adobe® Acrobat Reader® version 8.0 and above;
• To retain a copy of the disclosures, notices, and other documents, your device must have the ability to download and either store or print PDF files; and
• A printer capable of printing text screens, should you wish to print copies of an electronic document.
Your access to this page verifies that your system/device/software meet these requirements listed above. If we change the computer hardware or software requirements, we will provide you with advance notice of the new requirements.
Additional Mobile Technology Requirements. If you are accessing our Site and any consents or disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save any such consents or disclosures presented to you during the application process. These applications can be found for most mobile devices in the devices’ respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
How to Withdraw Consent. You may withdraw your consent to receive Records and Communications in electronic form by contacting us at the contact information provided below. Withdrawing your consent will cancel your agreement to receive Records and Communications in electronic format related to real-time payment and online account services and may impact your ability to use online account applications.
Any withdrawal of your consent to receive electronic Records and Communications will be effective only after we have a reasonable period of time to process your withdrawal. You will not be charged a fee for withdrawing your consent to receive electronic Records and Communications.
How to Update Your Information. You are responsible to provide us with a true, accurate and complete email address, contact and other information related to this E-SIGN Disclosure and Consent, and to maintain and update promptly any changes in that information. You can update your information through your online account portal or by contacting us at the information provided below.
Requesting Paper Copies. We will not send a paper copy of any Records and Communications to you unless you request it or we otherwise deem it appropriate to do so. You can obtain a paper copy of your electronic Records and Communications by printing it yourself or by requesting that we mail you a paper copy. To request a paper copy of any Records and Communications be mailed to you, contact us at the information provided below. Please be sure to state that you are requesting a paper copy of particular Records and Communications. You will not be charged a fee for such a request.
Records and Communications in Writing. All Records and Communications in electronic or paper format from us to you will be considered “in writing.” You should print or download for your records a copy of this E-SIGN Disclosure and Consent and any other Records and Communications important to you.
Termination/Changes. Evident reserves the right, in our sole discretion, to discontinue the provision of electronic Records and Communications, or to terminate or change the terms and conditions on which we provide electronic Records and Communications. We will provide you with notice of any such termination or change as required by law.
Whether you choose to participate on the Site as a borrower or real estate service provider, or in another manner, from time to time you will receive disclosures, notices, documents and information ("Communications") as required by law and otherwise from Mia Share or an applicable broker, title agent, or any bank that may extend credit to you, or the respective agents of such parties (collectively, "we" or "us"). This section informs you of your rights when receiving Communications from us electronically.
4. USE OF SERVICES WITH YOUR MOBILE DEVICE. Use of the Services may be available through a compatible mobile device with Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Mia Share MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
· THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
· ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
·
ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR PERSONAL INFORMATION. At Mia Share, respecting and protecting our customers’ privacy is a high priority. We value our relationship with you. You can view Mia Share's Privacy Policy provided with the Services and on the Site. The Privacy Policy, which may be modified from time to time, will govern Mia Share’s use and disclosure of your personal information which you provide, or Mia Share obtains, as part of the Services. You understand that Mia Share may aggregate and use your non-personally identifiable data with that of other users of the Services. For example, Mia Share may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users. You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer.
6. CONTENT. 6.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. Mia Share is not responsible for the Content or data you submit through the Services. As part of using the Services, you agree:
· To provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information.
· To keep your account information up to date and accurate.
· Not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
o illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
o content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
o except as permitted by Mia Share in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
o virus, Trojan horse, worm or other disruptive or harmful software or data; or
o any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
6.2 Content You Provide And Is Derived by Use of the Services. You are licensing to Mia Share and its service providers (“Service Provider”), any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the service. Mia Share and Service Providers may use, modify, display, distribute and create new material using such Content to provide the service to you. Mia Share and Service Providers may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the Service.
6.3 Content Exchange. The Services may include communication methods or other social features that allow you to exchange Content and information with other users of the Services, including Service Providers. Please use respect when you interact with other users. Do not reveal information that you do not want to make available to those users or to Service Providers to whom you granted permission to access that information. Users may post hypertext links to content of third parties for which Mia Share is not responsible.
6.4 Mia Share may freely use feedback you provide. You agree that Mia Share may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Mia Share a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Mia Share in any way.
6.5 Mia Share may monitor your Content. Mia Share may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Mia Share or its customers, or operate the Services properly. Mia Share, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6.6 Proprietary content. You are permitted to use content delivered to you through the service only on the service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the service.
7. ADDITIONAL TERMS.
7.1 Mia Share does not give professional advice. Unless specifically included with the Services, Mia Share is not in the business of providing legal, financial, accounting, tax, health care, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other services. You may be offered other services, products, or promotions by Mia Share of Service Providers (“Additional Services”). Additional terms and conditions and fees may apply. With some Additional Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, financial account information, etc., to the Internet. You grant Mia Share permission to use information about your business and experience to help us to provide the Mia Share Services to you and to enhance the Services. You grant Mia Share permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Mia Share permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
7.3 Communications. Mia Share may be required by law to send you communications about the Services or Third Party Products. You agree that Mia Share may send these communications to you via email or by posting them on our Site.
7.4 You will manage your passwords. You are responsible for securely managing your password(s) for the Services and to contact Mia Share if you become aware of any unauthorized access to your account. You are the only person authorized to use your user ID and password and for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password. You are responsible for the use of the Services under your user ID. You must remember your user ID and password to electronically transfer your personal information into another transaction.
7.5 Import Services. The Mia Share Services may include a feature that allows you to import, where applicable, certain information from participating software providers. You are responsible for verifying the accuracy of the information that is imported.
7.6 Help and Support. Mia Share may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Mia Share from time to time.
7.7 Third Party Accounts. When you use this Service, you may provide Mia Share, its Affiliates, and its Suppliers with the information needed to access third party sites designed by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. In providing the necessary information to access these sites and information on your behalf, you are authorizing such access and use. For all purposes hereof, you hereby grant Mia Share, its Affiliates, and its Suppliers a limited power of attorney, and appoint Mia Share, its Affiliates, and its Suppliers as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, 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 Mia Share ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, Mia Share, ITS AFFILIATES, AND ITS SUPPLIERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the service. You acknowledge that through the use of this service, Mia Share shall have access to your account credentials, including, but not limited to login username and passwords.
7.8 Third Party Services. To facilitate Third Party Services, Mia Share may be required to obtain your explicit consent for disclosure and/or use of the information you have provided to Mia Share. You agree to provide, and authorize Mia Share to use and disclose, as necessary, your identifying information for the purpose of making the Services you choose available to you. You understand that, in using Third Party Services, you may also be required to separately agree to the terms and conditions governing the use or provision of such Third Party Services.
8. DISCLAIMER OF WARRANTIES.
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Mia Share, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. Mia Share AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 Mia Share AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
8.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Mia Share OR ITS AFFILIATES AND SUPPLIERS THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF Mia Share, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, Mia Share, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET Mia Share SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF Mia Share AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF Mia Share, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Mia Share and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your improper use of the Services or breach of this Agreement (collectively referred to as "Claims") or infringement by any other user of your account, of any intellectual property or other right of anyone. Mia Share reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Mia Share in the defense of any Claims.
Mia Share SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT ITS PERFORMANCE IS DELAYED OR PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS, WAR OR OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE ACTIONS OR OMISSIONS OF THIRD PARTIES, ELECTRICAL OR COMMUNICATION SYSTEM FAILURES, OR GOVERNMENTAL ACTION.
10. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on the Site or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
11. TERMINATION. Mia Share may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Mia Share's rights to any payments due to it. Sections 2.2, 4 through 15 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. DISPUTE RESOLUTION AND ARBITRATION You and Mia Share agree to arbitrate any and all disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. 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).
ANY ARBITRATION UNDER THESE PLATFORM 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 Mia Share.
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 applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in New York, New York or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 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. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
Mia Share will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totaling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the Arbitrator determines that your claim was frivolous.
For purposes of this arbitration provision, references to you and Mia Share also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of New York, New York, or federal court for the Southern District of New York.
14. GOVERNING LAW. New York state law governs this Agreement without regard to its conflicts of laws and provisions. Mia Share does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.
15. GENERAL AND CONTACT. This Agreement is the entire agreement between you and Mia Share and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Mia Share. However, Mia Share may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Mia Share or (c) a successor by merger. Any assignment in violation of this Section shall be void. I
f you want to request a transfer of this Agreement, contact Mia Share at:
Thank you for selecting the Services offered by Mia Share Inc. (“Mia Share,” “we,” “us,” or “our”). Please review these terms and conditions for your use of any of Mia Share’s website (the “Site”), mobile applications, platforms, products or services (the “Services”) thoroughly. The following is a legal agreement (the “Agreement”) between you and Mia Share and govern all aspects of your use of the website. Please read these Terms carefully.
Mia Share partners with schools, training programs, higher education institutions and their affiliates to offer financial solutions for attendance. By accessing or using any of the information, materials, or functions available on the Site, you agree to be bound by these Terms. By accepting electronically (for example, clicking "I Agree") and installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
Dwolla TOS Disclosure In order to use the payment functionality of our application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at www.mia-share.com and info@mia-share.com.
Age Requirement Each user that signs-up to create a Dwolla account to use the ACH payment solution must be at least 18 years of age or older.
1. AGREEMENT. This Agreement describes the terms governing your use of the Mia Share Services. It includes by reference:
· Mia Share's Privacy Policy provided to you in the Services available on the Site or provided to you otherwise.
· Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc. During your use of the Services, you may also be subject to third-party Terms and Conditions.
2. YOUR RIGHTS TO USE THE SERVICES. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Mia Share. Mia Share reserves all other rights in the Services. Until termination of this Agreement and as long as you comply with this Agreement, Mia Share grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement, including but not limited to all applicable mortgage regulations. You agree you will not:
· Provide access to or give any part of the Services to any third party not authorized by Mia Share.
· Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
· Make the Services available on any file-sharing or application hosting service.
3. CONSENT TO DO BUSINESS ELECTRONICALLY The following disclosures are required by the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN”). As part of the Services, including the establishment and ongoing maintenance of the related transaction or an account you create with us, you have the option to receive all required documents and disclosures electronically. In order for you to take advantage of this service, you must first be provided with this E-SIGN Disclosure and Consent disclosure.
After reading this disclosure, if you wish to consent to electronic delivery, you can consent by checking the “I agree to use electronic records and signatures” box, when prompted during your onboarding of the Services. By checking that box, you are consenting to receive disclosures, notices, and other documents and all changes to the disclosures, notices, etc. (“Records and Communications”) electronically.
Your agreement also disclosures and communications related to your transactions and online account services;
• Notices or disclosures about a change in the terms concerning the real-time payments and online account and related services (including payment services);
• Privacy policies and notices.
• Other Communications as part of our products and services via text messaging, emails, and chat.
Providing Records and Communications in Electronic Form. Once you have consented, we will provide Records and Communications to you in electronic form by (i) by email and hyperlinks included in emails, (ii) websites, (iii) mobile applications, (iv) mobile websites, (v) SMS messages (including text messages), or (vi) other electronic communications provided through the Services.
Hardware and Software Requirements. To receive an electronic copy of Records and Communications, you must have the following equipment and software:
• A personal computer or other device which is capable of accessing the Internet;
• Internet access;
• A valid email address;
• An Internet web browser which is capable of supporting 128-bit SSL encrypted communications, which requires a minimum web browser version of either Microsoft® Internet Explorer version 9.0 and your system or device must have 128-bit SSL encryption software;
• You must have software which permits you to receive and access Portable Document Format or “PDF” files, such as Adobe® Acrobat Reader® version 8.0 and above;
• To retain a copy of the disclosures, notices, and other documents, your device must have the ability to download and either store or print PDF files; and
• A printer capable of printing text screens, should you wish to print copies of an electronic document.
Your access to this page verifies that your system/device/software meet these requirements listed above. If we change the computer hardware or software requirements, we will provide you with advance notice of the new requirements.
Additional Mobile Technology Requirements. If you are accessing our Site and any consents or disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save any such consents or disclosures presented to you during the application process. These applications can be found for most mobile devices in the devices’ respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
How to Withdraw Consent. You may withdraw your consent to receive Records and Communications in electronic form by contacting us at the contact information provided below. Withdrawing your consent will cancel your agreement to receive Records and Communications in electronic format related to real-time payment and online account services and may impact your ability to use online account applications.
Any withdrawal of your consent to receive electronic Records and Communications will be effective only after we have a reasonable period of time to process your withdrawal. You will not be charged a fee for withdrawing your consent to receive electronic Records and Communications.
How to Update Your Information. You are responsible to provide us with a true, accurate and complete email address, contact and other information related to this E-SIGN Disclosure and Consent, and to maintain and update promptly any changes in that information. You can update your information through your online account portal or by contacting us at the information provided below.
Requesting Paper Copies. We will not send a paper copy of any Records and Communications to you unless you request it or we otherwise deem it appropriate to do so. You can obtain a paper copy of your electronic Records and Communications by printing it yourself or by requesting that we mail you a paper copy. To request a paper copy of any Records and Communications be mailed to you, contact us at the information provided below. Please be sure to state that you are requesting a paper copy of particular Records and Communications. You will not be charged a fee for such a request.
Records and Communications in Writing. All Records and Communications in electronic or paper format from us to you will be considered “in writing.” You should print or download for your records a copy of this E-SIGN Disclosure and Consent and any other Records and Communications important to you.
Termination/Changes. Evident reserves the right, in our sole discretion, to discontinue the provision of electronic Records and Communications, or to terminate or change the terms and conditions on which we provide electronic Records and Communications. We will provide you with notice of any such termination or change as required by law.
Whether you choose to participate on the Site as a borrower or real estate service provider, or in another manner, from time to time you will receive disclosures, notices, documents and information ("Communications") as required by law and otherwise from Mia Share or an applicable broker, title agent, or any bank that may extend credit to you, or the respective agents of such parties (collectively, "we" or "us"). This section informs you of your rights when receiving Communications from us electronically.
4. USE OF SERVICES WITH YOUR MOBILE DEVICE. Use of the Services may be available through a compatible mobile device with Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Mia Share MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
· THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
· ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
·
ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR PERSONAL INFORMATION. At Mia Share, respecting and protecting our customers’ privacy is a high priority. We value our relationship with you. You can view Mia Share's Privacy Policy provided with the Services and on the Site. The Privacy Policy, which may be modified from time to time, will govern Mia Share’s use and disclosure of your personal information which you provide, or Mia Share obtains, as part of the Services. You understand that Mia Share may aggregate and use your non-personally identifiable data with that of other users of the Services. For example, Mia Share may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users. You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer.
6. CONTENT. 6.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. Mia Share is not responsible for the Content or data you submit through the Services. As part of using the Services, you agree:
· To provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information.
· To keep your account information up to date and accurate.
· Not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
o illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
o content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
o except as permitted by Mia Share in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
o virus, Trojan horse, worm or other disruptive or harmful software or data; or
o any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
6.2 Content You Provide And Is Derived by Use of the Services. You are licensing to Mia Share and its service providers (“Service Provider”), any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the service. Mia Share and Service Providers may use, modify, display, distribute and create new material using such Content to provide the service to you. Mia Share and Service Providers may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the Service.
6.3 Content Exchange. The Services may include communication methods or other social features that allow you to exchange Content and information with other users of the Services, including Service Providers. Please use respect when you interact with other users. Do not reveal information that you do not want to make available to those users or to Service Providers to whom you granted permission to access that information. Users may post hypertext links to content of third parties for which Mia Share is not responsible.
6.4 Mia Share may freely use feedback you provide. You agree that Mia Share may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Mia Share a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Mia Share in any way.
6.5 Mia Share may monitor your Content. Mia Share may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Mia Share or its customers, or operate the Services properly. Mia Share, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6.6 Proprietary content. You are permitted to use content delivered to you through the service only on the service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the service.
7. ADDITIONAL TERMS.
7.1 Mia Share does not give professional advice. Unless specifically included with the Services, Mia Share is not in the business of providing legal, financial, accounting, tax, health care, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other services. You may be offered other services, products, or promotions by Mia Share of Service Providers (“Additional Services”). Additional terms and conditions and fees may apply. With some Additional Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, financial account information, etc., to the Internet. You grant Mia Share permission to use information about your business and experience to help us to provide the Mia Share Services to you and to enhance the Services. You grant Mia Share permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Mia Share permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
7.3 Communications. Mia Share may be required by law to send you communications about the Services or Third Party Products. You agree that Mia Share may send these communications to you via email or by posting them on our Site.
7.4 You will manage your passwords. You are responsible for securely managing your password(s) for the Services and to contact Mia Share if you become aware of any unauthorized access to your account. You are the only person authorized to use your user ID and password and for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password. You are responsible for the use of the Services under your user ID. You must remember your user ID and password to electronically transfer your personal information into another transaction.
7.5 Import Services. The Mia Share Services may include a feature that allows you to import, where applicable, certain information from participating software providers. You are responsible for verifying the accuracy of the information that is imported.
7.6 Help and Support. Mia Share may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Mia Share from time to time.
7.7 Third Party Accounts. When you use this Service, you may provide Mia Share, its Affiliates, and its Suppliers with the information needed to access third party sites designed by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. In providing the necessary information to access these sites and information on your behalf, you are authorizing such access and use. For all purposes hereof, you hereby grant Mia Share, its Affiliates, and its Suppliers a limited power of attorney, and appoint Mia Share, its Affiliates, and its Suppliers as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, 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 Mia Share ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, Mia Share, ITS AFFILIATES, AND ITS SUPPLIERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the service. You acknowledge that through the use of this service, Mia Share shall have access to your account credentials, including, but not limited to login username and passwords.
7.8 Third Party Services. To facilitate Third Party Services, Mia Share may be required to obtain your explicit consent for disclosure and/or use of the information you have provided to Mia Share. You agree to provide, and authorize Mia Share to use and disclose, as necessary, your identifying information for the purpose of making the Services you choose available to you. You understand that, in using Third Party Services, you may also be required to separately agree to the terms and conditions governing the use or provision of such Third Party Services.
8. DISCLAIMER OF WARRANTIES.
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Mia Share, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. Mia Share AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 Mia Share AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
8.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Mia Share OR ITS AFFILIATES AND SUPPLIERS THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF Mia Share, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, Mia Share, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET Mia Share SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF Mia Share AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF Mia Share, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Mia Share and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your improper use of the Services or breach of this Agreement (collectively referred to as "Claims") or infringement by any other user of your account, of any intellectual property or other right of anyone. Mia Share reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Mia Share in the defense of any Claims.
Mia Share SHALL NOT BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT ITS PERFORMANCE IS DELAYED OR PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS, WAR OR OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE ACTIONS OR OMISSIONS OF THIRD PARTIES, ELECTRICAL OR COMMUNICATION SYSTEM FAILURES, OR GOVERNMENTAL ACTION.
10. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on the Site or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
11. TERMINATION. Mia Share may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Mia Share's rights to any payments due to it. Sections 2.2, 4 through 15 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. DISPUTE RESOLUTION AND ARBITRATION You and Mia Share agree to arbitrate any and all disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. 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).
ANY ARBITRATION UNDER THESE PLATFORM 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 Mia Share.
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 applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in New York, New York or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 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. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
Mia Share will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totaling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the Arbitrator determines that your claim was frivolous.
For purposes of this arbitration provision, references to you and Mia Share also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of New York, New York, or federal court for the Southern District of New York.
14. GOVERNING LAW. New York state law governs this Agreement without regard to its conflicts of laws and provisions. Mia Share does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.
15. GENERAL AND CONTACT. This Agreement is the entire agreement between you and Mia Share and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Mia Share. However, Mia Share may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Mia Share or (c) a successor by merger. Any assignment in violation of this Section shall be void. I
f you want to request a transfer of this Agreement, contact Mia Share at: