TERMS OF SERVICE AGREEMENT

LAST UPDATED: December 6, 2023
For customers using AppClose.com, AppClose mobile; ipayou.com, and ipayou mobile

The following Terms of Service govern your use of the software and services provided by AppClose, Inc. (the "Company" or “AppClose”). To use any of the Services (as defined below), you must agree to these Terms of Service. If you do not wish to be bound by these Terms of Service, do not download the AppClose app (the “App”) or otherwise use our software or Services. These Terms of Service incorporate by reference any additional terms and conditions posted by Company through the Services or otherwise made available to you by the Company.

“Services” mean any software or services provided by the Company in any medium or format, including but not limited to AppClose® and ipayou®. The Company provides access to the Services subject to your compliance with the following Terms of Service. These Terms of Service constitute a binding agreement between you and the Company ("Agreement") that governs the relationship between you and the Company with respect to your use of and access to the Services. It is important that you read these Terms of Service carefully and understand them.

BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. SEE SECTION 22 BELOW.

1. Description of Services

The Services include various features and functionality that may include audio and video calling, the ability to send SMS text messages and photographs, to share calendar events, financial information, personal information, and your child’s or children’s information with people known to you. The Company may cancel the Services, either entirely or just your account, for any reason, at any time, including the availability or unavailability of any feature or functionality. The Company may also impose limits on certain features and services or restrict your access to parts, or all, of the Services without notice or liability.

2. Account Activity/Retention of Your Information

Even if you delete or edit information on your mobile device, all information generated through the Services will be retained unaltered during the length of time you have an active account, including but not limited to, any Call Detail Records (as defined below), posted messages, photos, requests, calendar entries, financial entries, whether received or sent within each six month period (“Account Activity”) and for a period of time after termination of your account (which may be indefinite), as determined by the Company (“Retention Term”). If there is no Account Activity for six months or longer, you agree that Company has no obligation to contact you or advise you that your account has terminated or is scheduled to be terminated due to inactivity, and that in such event the Company, without liability, has the right to terminate your account and permanently delete all records and data associated with your account. For the Retention Term, you unconditionally and irrevocably grant the Company the authorization to retain any data or records created by you, including but not limited to, Call Detail Records, text messages, financial transactions, photos, calendar events, and all information created by you. “Call Detail Records” means the date and time of a call, who was called, duration, and similar usage and diagnostic information, but does not include the content or transcription of any such call.

3. Disclosure of Your Information

Because the App archives all information generated by users (you and others), any information related to your account that you have shared with a family circle may be retrieved by anyone in that family circle, or in some cases by a court appointed legal guardian or court appointed professional, such as a guardian ad litem, provided the person requesting the information has an active account at the time of the request, or the account is within the Retention Term.

Like any company, the Company is required by law to respond to subpoenas, which means any information generated within your account, including but not limited to, Call Detail Records, text messages, calendar events, and financial transactions will be disclosed in accordance with a valid subpoena or court order. Confidential health information that you enter in the App (including through chat functions) may be subject to disclosure in connection with a subpoena or court order, as described in our policy relating to subpoenas and court orders. You agree to hold the Company harmless for any information related to your account that the Company shares pursuant to any subpoena or court order (“Compelled Disclosure”). Some investigations conducted by government agencies (for example a law enforcement agency), may require that the Company not inform you that such Compelled Disclosure is in process and you agree to hold the Company harmless for complying with such order.

4. Trademark and Copyright Information

All material within the Services, including, but not limited to, text, data, graphics, logos, button icons, images, audio and video content, Company links, digital downloads, data compilations, and software (collectively “The Services Material”) is owned by, controlled by, licensed to, or used with permission by the Company and is protected by copyright, trademark, and other intellectual property rights. Such material is made available solely for your personal or commercial use and, except for being used within the Services, may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of the Company in each instance.

5. Limited License

Company grants you a limited, personal, non-exclusive, non-transferable, revocable right and license to use the Services, including the download, install, and use of the App rightfully obtained by you hereunder for personal or commercial use and for access to and use of the Services. Such license is subject to these Terms of Service, and specifically conditioned upon the following: (i) you may not copy, distribute, share, modify, or otherwise make derivative uses of the App or any Company software or any portion thereof; (ii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the App or any Company software; (iii) you may not use any data mining, robots, or similar data gathering or extraction methods; and (iv) you may not use the Services other than for their intended purpose. Except as may be granted in writing by Company to you, no Services Material may be, without limitation, reproduced or stored in, or transmitted to, any other electronic storage device not expressly authorized by Company and no Services Material may be disseminated in any form, either electronic or non-electronic, nor included in any retrieval system or service without the prior written permission of Company. Except as expressly permitted in this Agreement, any use of any portion of the Services Material without the prior written permission of the Company is prohibited and will terminate the license granted herein. Other than the limited license in this Section 5, nothing in these Terms of Service may be construed as conferring any other intellectual property rights to you.

6. User Content

All materials of any kind generated via the Services or online by you, or through any third party accessing your account, whether or not such third party is authorized by you, including without limitation, Call Detail Records, messaging text, photographs and images, financial information, health information, calendar events, and user data are considered individually and collectively "User Content". Company does not own or have any control over User Content, and is not responsible for any use or misuse (including any distribution) of User Content by you or any third party. By creating User Content of any nature, you agree that you retain all ownership rights in and to your User Content. You hereby grant Company a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, license to your User Content for Company to store, transmit, display, and remove, all in accordance with this Agreement and Company’s Privacy Policy, and otherwise distribute your User Content to the user(s) you have selected to receive such User Content.

7. Third Party Products.

The Services may make available listings, descriptions, and images of goods or services, as well as references and links, to third party products or services (“Products”). Such Products may be made available for any purpose, including general information purposes. The availability through the Services of any listing, description, or image of a Product does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Product is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use, and sale of any Product. We do not endorse or assume any responsibility for any other Products.

Specific Terms & Conditions for ipayou Payment Services

We encourage users to sign up foripayou, our payment platform that allows users to transfer money to other users’ bank accounts. Payment functionality within ipayouis provided via an agreement that we have with Dwolla, Inc. (“Dwolla”) to use the Dwolla payment platform to power ipayou, and to comply with the applicable Dwolla requirements and rules.

Dwolla Transfer Service. Touse ipayou’s payment functionality, 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 Company to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Services, and Dwolla account notifications will be sent by Company, not Dwolla. Company will provide customer support for your Dwolla account activity, and can be reached at support@appclose.com, and/or 888-567-0727.

To send or receive transfers using Dwolla, you must link an existing bank or credit union account. By linking an account through Dwolla, you may use ipayou to transfer money to another party (typically your co-parent or attorney). Any personal information that you may be required to share with Dwolla is subject to the Dwolla Terms of Service and Privacy Policy. Any personal information that we collect is subject our Privacy Policy. Registration and information required by Dwolla for verified users may include name, address, date of birth, social security number, and similar information in accordance with applicable laws and ACH rules, or as otherwise required to be functional. To become a verified business user (e.g., a professional user, such as an attorney signing up to receive invoice payments from client users), you must provide certain information about the business entity and its owners. All such information provided in connection with user verification is encrypted end to end and is not accessible to the Company.

As part of the Services’ functionality, Company will display and maintain records of the dollar amount of any financial transactions related to your account with Company, your transaction information (including recipient/bank account identifiers, date, status, and the like), along with any user notes or information entered for each particular transaction, if any.

Any fees associated with a transfer through ipayou will be disclosed concurrent with any transfer, and the user to whom the fee will be charged (the sender) will have an opportunity to either consent to the fee or not to make the transfer.

Transfers through ipayou are processed from the sender’s linked account through the Dwolla network to the recipient’s linked account. The time to complete a transfer will vary depending on the circumstances. Information about the time lapse between the sender’s initiation of a transfer, and the actual receipt of the transfer by the recipient, can be found at support@appclose.com.

Any disputes that you may have related to any payment transfers through the Dwolla network must be addressed to Company and not to Dwolla. See Section 21 for the dispute resolution process between you and Company.

Once you set up an ipayou account under an email address, for security reasons you may not open another ipayou account under another email address.  As a result, if for some reason the email address with which you opened your AppClose account and your ipayou account is lost or unavailable, you may open another AppClose account under a new email address, but you will not be able to open another ipayou account using the social security number associated with your original ipayou account.

8. Registration

Company may require that you become a registered user in order to access or benefit from the Services, including without limitation, the ability to access certain functionality. Registration requires that you provide the Company with accurate and complete registration information (“Registered Account”). Each Registered Account is for one (1) user only. You expressly agree that upon registration, minimally you may be required to provide any combination of your first name, last name, smartphone number with a US area code, a valid email address, the country in which you reside, and your zip code if you reside in the United States. You may be further required to provide us with payment information, if applicable, and any other information that relates to the functionality of the Services. The Company also has arrangements with certain third party vendors to which you may be required to provide personal information in order to use certain features of the Services, such as the ability to transfer payments though ipayou. Our Privacy Policy describes how we share information with such third party providers.

You are responsible for all use of the Services through your account and for maintaining the confidentiality of your login credentials and for preventing unauthorized access to your account and any personal information you enter. We discourage sharing access to your AppClose account. The App permits the addition of a third party or parties as users, which enables each person’s communications to be appropriately logged and identified. If you believe there has been a breach of security such as the disclosure, theft, or unauthorized use of your Registered Account, you must notify us immediately by email at support@appclose.com. Please also read our Privacy Policy for further information.

9. Consent to Electronic Communications

We may send you communications via text messaging, email, and/or official one-way chat from the Company to you (collectively, “App to User Communications”) to keep you updated on developments about the Services, your use of the Services, your registration status and Registered Account, as well as information about App updates to ensure that you are using a supported version of the App and/or without which update(s) you may not have access to important App functionality. You consent to us providing App to User Communications in this manner, and your use of the App is conditioned on your agreement to receive such communications from us via App to User Communications. Your use of the content received through App to User Communications will be subject to these Terms of Service.

10. Support

Company alone will maintain and support the Services as it sees fit and Apple, Inc. has no obligation to furnish any maintenance or support services with respect to the Services. Please send all inquiries to support@appclose.com.

11. Location Services; User Modifications of Software

We use Location Services to provide you certain features. You can choose which features you wish to use, and when you want to share your location.

For example, the App contains a “check-in” feature that allows you to indicate the place and time that you arrived at a specific location. This feature enables you to create a record of the time and place that you picked up or dropped off your children. No other party in your circle (including your co-parent) has access to this record. Subject to our obligation to comply with valid subpoenas, you decide how you wish to use any check-in records that you generate within the App.

To use features in the App that use Location Services -- such as the check-in feature -- you must enable Location Services on your ioS or Android device, and give your permission to the App before we can use your location data. You may limit access to your location data to only when you are using the App, or you may allow the App full access to your location data even when you are not using the App.

You can disable Location Services in the App at any time.

For more information on how Location Services work on iOS devices, see support.apple.com. For Android devices, see support.google.com.

End user license agreements of Apple and Google restrict end user modification of the software in an iOS or Android device. To ensure the accuracy of records, and overall App performance, certain features in the App may not be accessible to devices with such modifications.

12. No Financial, Legal, or Other Advice.

The Services may provide links to, or information about, legal counsel. The Services also facilitate various payments. The Services do not constitute or provide any financial, legal, accounting, or other advice, nor do the Services endorse any legal or other professional.

13. No Warranties.

YOU AGREE THAT YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY ARRANGEMENTS MADE BETWEEN YOU AND ANY OTHER USER OF THE SERVICES OR THROUGH ANY CONTENT OR USER CONTENT IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ANYTHING CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, CONTENT, USER CONTENT, SOFTWARE, SOFTWARE APPLICATIONS, THIRD PARTY SOFTWARE, ATTORNEY PROFILES AND CONTACT INFORMATION (THE "ITEMS") ARE PROVIDED "AS IS" AND THAT THE COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at support@appclose.com with a description of such alteration and its location within the Services.

14. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) $10.00; OR (B) THE TOTAL AMOUNT YOU PAID TO COMPANY DURING THE PAST YEAR, IF ANY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT

ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

15. Indemnity.

You agree to defend, indemnify, and hold harmless, Company and the Affiliated Entities from and against any claims, actions, demands, expenses, liabilities, costs, debts, and damages (including legal and professional fees) asserted by any third party arising from your use or attempted use of the Services (including all User Content), any third party’s unauthorized access to the Services via your Registered Account, or your actual or alleged violation of any law, including without limitation, laws governing intellectual property or privacy rights, or your violation of the terms and conditions of this Agreement.

16. User Content; Other User Generated Content; Communications with Support

1. You acknowledge that Company has no control over User Content and the App does not contain predictive text functionality. Any predictive text applied when you enter information in the App results from predictive text functionality that you have enabled on your device/operating system outside of the App. User Content cannot be altered or deleted by any User.
2. As between Users, we are neutral. We do not arbitrate or moderate between Users. Users are aware that they may not alter or delete any User Content. If a User chooses to communicate or post in an immature, unprofessional, offensive, abusive, obscene, or otherwise objectionable manner, that User Content will remain unaltered and may become part of a court record. Company is not responsible for the unlawful, improper, or tasteless distribution or use of User Content by any User or anyone else.
3. All User Content is encrypted. Company will only decrypt any such information as required to respond to a subpoena or court order. Company will not alter or remove any User Content unless Company receives a court order directing us to do so. You agree to use the App in accordance with any court order that requires or compels you to use the App.
4. You are responsible for obtaining and maintaining any legally necessary consents or permissions that may be required for you to disclose, retrieve, transmit, or store in the App. We do not review User Content, and are not responsible for identifying malicious, dangerous, illegal, or inappropriate files. If you believe that a file that you receive contains illegal content or if you feel physically threatened, we recommend that you contact law enforcement. If you feel that you or your child are the subject of harassment or verbal abuse, or that another User is violating the terms of a court order, you may be able to get a restraining order or protective order from a court.
5. Other than as specified hereunder, Company does not accept any ideas, text, or content considered to be proprietary. Consequently, you expressly agree that, except for User Content, any material you submit to the Company in any format whatsoever, will be deemed an unrestricted, irrevocable, and perpetual grant of a payment-free and royalty-free, non-exclusive right and license to use, reproduce, modify, display, transmit, adapt, publish, translate, create derivative works from and distribute these materials throughout the universe in any medium and through any methods of distribution, transmission, and display whether now known or hereafter devised, or refrain therefrom in Company’s sole discretion. Additionally, you represent and warrant that you hereby irrevocably waive any moral rights in regard to any material or User Content you submit through the Services and you also agree that Company is free to use, for any purpose, any ideas, concepts, know-how, or techniques that you send it, whether intended for Company or not, without obligation to you of any kind whatsoever.
6. We have a zero tolerance policy for hostile or antagonistic language directed towards our support staff. Any violation of this policy may subject your account to termination in our sole discretion.

17. Audio and Video Calls

Audio and video calls must be authorized by all parties to the call. We collect Call Detail Records, but calls are not recorded or transcribed by us or the App. Call Detail Records may not be altered or deleted and are subject to disclosure by Company in response to a subpoena or court order in the same manner as other User Content. Audio and video calling through the App is provided in conjunction with Twilio Inc. (“Twilio”).

18. Fees

AppClose is a free app. We will provide not less than 60 days’ prior notice if we elect to charge a subscription for the App or if we elect to offer specific features that must be activated or maintained by payment or subscription, as the case may be, including any transaction, or processing fees associated with payments made through ipayou . In such event, you agree that Company may reasonably contact you via App to User Communications with a reminder about any subscriptions that may be coming due. You agree that all fees paid in advance are non-returnable and will not be refunded or pro-rated for refund, unless your account is terminated by Company. If you cancel service or do not renew any subscription to premium services, you will still be able to access your account and/or features for the subscription time remaining on your paid account, and continue to access all of the features of the free app.

19. Contacts

You hereby grant Company access to contacts that reside in your mobile device in order to make the Services functional. You may specify which contacts you will allow and which contacts you do not want to share with Company, and may change such Company access to those contacts at any time. You agree that Company assumes no responsibility for any consequence for including or deleting any contact from your list that Company may access. If you choose to not allow the Services to access your contacts, the Services’ functionality will be severely limited or will not provide many of the functions it was designed to provide. Please refer to our Privacy Policy, which limits how we may use such information.

20. Changes to Terms of Service

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement at https://appclose.com/terms.html and/or ipayou.com (“Website”). Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.

21. No Waiver

No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement, and no act, omission or course of dealing or course of performance by Company, operates as a waiver or estoppel of any right, remedy or condition, nor shall the waiver by Company of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

22. Governing Law; Arbitration.

We hope we never get into any disputes with you but just in case, here are some things that would apply:

1. GOVERNING LAW. THESE TERMS OF SERIVCE AND THE INTERPRETATION OF THESE TERMS OF SERVICE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE THE SERVICESLICABLE.
2. ARBITRATION OF DISPUTES. YOU UNDERSTAND AND AGREE THAT EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND THE COMPANY, AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, SUBSIDIARIES AND/OR RELATED COMPANIES ARISING OUT OF OR RELATING TO THE SERVICES, THE USE OR ACCESS THEREOF, OR THESE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, WHICH MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.  BECAUSE THE SERVICES PROVIDED TO YOU BY US CONCERN INTERSTATE COMMERCE, THE FEDERAL ARBITRATION ACT ("FAA") GOVERNS THE ARBITRABILITY OF ALL DISPUTES.  HOWEVER, THE APPLICABLE FEDERAL OR STATE LAW MAY ALSO APPLY TO THE SUBSTANCE OF ANY DISPUTES. NOTWITHSTANDING THE FOREGOING, EACH PARTY RETAINS THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY'S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.
3. ARBITRATION RULES. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Consumer Arbitration Rules are available at www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
4. ARBITRATION PROCESS. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form for consumer Demand for Arbitration at www.adr.org). The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Texas and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
5. ARBITRATION LOCATION AND PROCEDURE. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is the appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
6. ARBITRATOR'S DECISION. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. The party that prevails in the arbitration will be entitled to an award of attorneys' fees and expenses, to the extent provided under the applicable law.
7. FEES. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
8. CHANGES. Notwithstanding the provisions of the modification-related provisions above, if we change this "Dispute Resolution" section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by providing us written notice of such rejection by mail or hand delivery to: AppClose, Inc., Attn: Dispute Resolutions, 7300 Ranch Road 2222 BLDG 2-260 Austin TX 78730, or by email from the email address associated with your Account to: support@appclose.com, within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and the Company in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
9. NO CLASS ACTIONS. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS/CONSUMERS OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY

23. General Provisions

You may not assign, sub-license, or otherwise transfer any of your rights under this Agreement. Except as provided hereunder, there are no third party beneficiaries to this Agreement. If any provision of this Agreement is found to be invalid by a court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure by Company to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. Headings in this Agreement are for convenience only and will have no legal meaning or effect. Apple, Inc. (“Apple”) and its subsidiaries are third party beneficiaries of this license agreement and upon your acceptance of the Terms of Service hereof, Apple will have the right (and be deemed to have accepted the right) as a third party beneficiary thereof, to enforce this Agreement against you. You represent and warrant that you are not located in a country that is subject to a US Government embargo or that has been designated by the US government as a “terrorist supporting country” and that you are not listed on any US government list of prohibited or restricted parties. Company, not Apple, will be responsible for the investigation, defense, settlement, and discharge of any intellectual property infringement claim.

24. Entire Agreement

Company reserves all rights hereunder. These Terms of Service constitute the entire Agreement between you and Company with respect to the subject matter hereof and exclude any representations or warranties previously given or made.