Effective Start Date: June 3rd, 2024
These Advisor Terms and Conditions (this “Agreement”) apply to all users (“you” or “Advisor”) who access and/or use the Kasamba Site and Services platform (the “Site and Services”) as an advisor to provide online advice and services. When you register as an Advisor, you automatically become a site customer (“Member”); therefore, the Member Terms and Conditions are an integral part hereof and are incorporated herein. The Application is licensed, not sold, to you, on the terms below. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE. DO NOT CREATE AN ACCOUNT OR LOGIN TO ANY EXISTING ACCOUNT VIA THE WEB OR MOBILE WEB TO CONSUME SERVICES.
NOTICE OF CLASS ACTION WAIVER AND ARBITRATION PROVISION: PLEASE NOTE THAT THESE ADVISOR TERMS INCLUDE A CLASS ACTION WAIVER AND A MANDATORY ARBITRATION PROVISION. OTHER THAN CERTAIN EXCEPTIONS, ANY DISPUTE, ACTION, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS, AND MAY NOT BE ARBITRATED OR OTHERWISE PURSUED AS A CLASS ACTION. PLEASE SEE THE MUTUAL ARBITRATION PROVISION BELOW.
Kasamba, Inc. and Kasamba, Ltd. (collectively, “Kasamba”) provide an advisor mobile application and/or website platform that allows an Advisor to present his or her expertise and sell advice or services to interested Members. Kasamba, via the advisor mobile application and/or website platform, enables Members to communicate directly with Advisors and enables Advisors to receive payment for their services.
YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND SERVICES IS BEING PROVIDED FOR USE AS-IS AND IS FOR ENTERTAINMENT PURPOSES ONLY. THE USE OF THE SITE AND SERVICES IS ACCORDINGLY BEING MADE AT YOUR SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. KASAMBA EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY ITS MEMBERS.
If you decide to provide your services through the use of the Site and Services, you must exercise a reasonable standard of care, at least the same as a professional advisor would in a similar transaction not conducted through the internet, or the standard of care mandated by your profession, whichever is higher. You shall not have any plea, claim or demand against Kasamba, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents in respect of any services you provide in connection with the use of the Site and Services. Kasamba will not be deemed the provider or recipient of any services acquired through the Site and Services. The sale or purchase of services is accordingly at your sole and entire risk.
Under no circumstances will Kasamba, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents be liable to any Advisor for any indirect, incidental, consequential, special, punitive or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether in action of contract, negligence or other tortious action, or arising from the services or any provision of this agreement. Kasamba, its affiliates, their respective officers, directors, shareholders, employees, sub-contractors and agents’ aggregate liability for any damages arising with respect to this agreement will not exceed the lesser of total amount of money paid by Kasamba to you through the Site and Services in the six month period prior to the date the claim arose or $100. You acknowledge and agree that Kasamba disclaims any liability with respect to any claim, suit or action brought by a member in connection with provision of any services by you (including, without limitation, representations by you as to your qualifications and advice) through the Site and Services.
Kasamba does not control the accuracy of any postings on or transmissions through the Site and Services by Members. Kasamba also takes no responsibility for verifying the identity of any of its Members.
Advisors are independent contractors of Kasamba, and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee, or agency relationship between an advisor and Kasamba for any purpose. Neither party shall have or hold itself out to any third party as having any authority to make any statements, representations, or commitments of any kind or to take any action that shall be binding on the other, except as provided for in this Agreement or authorized in writing by the party to be bound.
As independent contractors, Advisors shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Kasamba to its employees. Kasamba shall not be responsible for withholding or paying any income, payroll, Social Security, or other taxes of any applicable jurisdiction, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on advisors’ behalf. As an independent contractor, each Advisor shall be independently and solely responsible for any income, sales and use, or other tax which Advisor may be or become obligated to pay by virtue of Advisor’s receipt of any fees or other remuneration. Advisors shall be responsible for, and shall indemnify Kasamba against all such taxes or contributions including penalties and interest. This provision is further supplemented by Appendix A relating to Release of Liability.
Log-in Credentials. You are responsible for maintaining the confidentiality of your password, username, and any other security information related to your account. You are fully responsible for all activities that occur under your account.
Privacy Policy. By accessing and/or using the Site and Services, you agree to the terms of Kasamba’s Privacy Policy at www.kasamba.com/lp/privacy-policy .
Permitted Disclosures. Kasamba may disclose Advisor information, including, but not limited to, personal information, transcripts, surveys, and recordings, if Kasamba reasonably believes that disclosure (i) is necessary to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority; (ii) would potentially mitigate Kasamba’s liability in an actual or potential lawsuit; (iii) is necessary or appropriate to protect Kasamba’s rights or property, or the rights or property of any person or entity; (iv) is necessary or appropriate to enforce this Agreement; or (v) is necessary to deter illegal behavior (including, but not limited to, fraud).
Your Information. Kasamba may review any Advisor’s profile and amend any apparent typographical or spelling errors. Kasamba takes no responsibility for evaluating or verifying the truthfulness or accuracy of the information contained in an Advisor’s profile; an Advisor’s credentials or qualifications; or an Advisor’s postings or transmissions - all of which Advisor represents to be truthful and accurate. Kasamba may, in its sole discretion, remove or refuse to post or transmit any content uploaded by an Advisor for any reason or for no reason. Each Advisor is responsible for all risks associated with uploading and transmitting material through the Site and Services, including its accuracy, reliability, and legality. You hereby grant Kasamba an unlimited, irrevocable, royalty-free license to use, reproduce, edit, copy, transmit, distribute, publicly display, publicly perform, create derivative works based on, on a worldwide basis, any information or content that you post, transmit, deliver, or receive via the Site and Services. Kasamba may retain your information for the purposes and timeframes as set out in Kasamba's Privacy Policy. Nevertheless, you acknowledge that Kasamba is not required to store information (including your transcripts, surveys, and recordings) indefinitely.
Kasamba may retain your information for the purposes and timeframes as set out in Kasamba's Privacy Policy. Nevertheless, you acknowledge that Kasamba is not required to store information (including your transcripts, surveys, and recordings) indefinitely.
Kasamba may modify or discontinue, temporarily or permanently, all or any part of the Site and Services, with or without advance notice to Advisor without liability to Advisor or any third party. Kasamba, in its sole discretion and for any reason, may terminate Advisor’s participation in the Site and Services and refuse any and all current or future use by Advisor of the Site and Services for any reason or for no reason. Kasamba will make reasonable efforts to invalidate your username and password within 30 days of receiving a written request from you to do so.
Charges for all interactions between Advisors and Members will be billed through the Site and Services. Kasamba will use reasonable efforts to process each Member’s chosen payment method for the amount agreed upon between Member and Advisor (subject to Kasamba’s fee structure below) within 7 business days of each transaction. Kasamba assesses a commission fee and a connection fee for each session in accordance with the Schedule of Fees and Payments described below:
The Connection Fee is based on the number of billable minutes as follows:
Kasamba shall receive from Advisors who provide Services a commission equal to sixty-one percent (61%). The Connection Fee is first applied when the session ends, and only if the total session cost to the user is greater than $0. Then the commission fee is deducted from the remaining amount of the Member charge. Kasamba may modify the fees at any time upon notice and will use commercially reasonable efforts to provide advance notice. Administrative fees may apply for additional administrative functions such as canceling checks or initiating wire transfers. Advisors are paid the net amount of the session value after deduction of all fees (including any applicable payment processing or other administrative fees disclosed in advance and assessed by Kasamba or any applicable payment processing service or provider).
Rates and structures for fees and payments are subject to change at any time upon notice to Advisors and Kasamba will use commercially reasonable efforts to provide advance notice to Advisors. Commission and connection fees are assessed at the time payment is received from the Member for the final session fee at the rates applicable at that time, and all fees are subject to the Expert Referral System defined below.
You are solely responsible for reporting and paying any applicable tax or tariffs in connection with payments receivable or received from Kasamba.
Notwithstanding the above, Kasamba may delay or withhold, in its discretion, advisor payments for amounts paid by Members until adequate time has passed to ensure that the payment will not be disputed or charged back or, if Kasamba reasonably believes that fraud may have occurred in connection with payment. If you simultaneously participate as a Member, Kasamba may transfer or set off payments from your pending earnings as an Advisor to your outstanding balance as a Member.
Commission fees will not apply to any advice or information an Advisor may give for free in accordance with this Agreement. Kasamba also reserves the right to offer and pay Advisors discretionary bonuses or other amounts at any time and upon any such terms as it deems appropriate or desirable.
Kasamba’s billing system is not error-free, and Kasamba shall not be liable for any miscalculations or malfunctions in processing payments. If you think a mistake has occurred, you must submit a complaint to Kasamba’s service department here within 90 days of any such payment. You hereby agree that any issues or disputes not raised within 90 days after a payment are waived and will not be considered by Kasamba.
By accessing and/or using the Site and Services, you represent, warrant, and agree to the following:
Additionally, the following policies and rules are incorporated into this Agreement by reference and provide additional terms and conditions:
The Site and Services may contain links to websites operated by third parties. Kasamba has no control over such sites and the information provided in them. You acknowledge and agree that Kasamba is not responsible for the availability of such third party websites and will not be responsible or liable for any content, advertising, products, privacy policy or other materials contained therein. You warrant and agree that Kasamba will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on or through any third party websites.
When you create and open an account with the Site and Services, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name or password. Kasamba will not be liable for any loss that you incur as a result of any breach of your account, either with or without your knowledge. You may be held liable for any losses incurred by Kasamba due to someone else’s use of your account or password.
Any information or content that you post or transmit through the Site and Services will not be considered your confidential information. You grant Kasamba an unlimited, irrevocable, royalty-free license to use, reproduce, display, edit, copy, transmit, process, control, publicly perform and create derivative works, communicate to the public or any third party any such information and content on a world-wide basis. In addition, Kasamba may disclose your information in accordance with the “Use of Data” section below.
Kasamba may disclose your information, including but not limited to personal information, transcripts, surveys, and recordings, if Kasamba reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Kasamba’s liability in an actual or potential lawsuit, (iii) is necessary or appropriate to protect Kasamba’s rights or property, or the rights or property of any person or entity, (iv) is necessary or appropriate to enforce this Agreement or (v) is required or necessary to deter illegal behavior (including, but not limited to, fraud).
Kasamba may use the details of transactions executed through the Site for promotional and informational purposes and publish their details on the Site and Services, provided that such publication will not identify the Advisor or Member in any means other than their Screen Name.
Kasamba may, in its discretion, create co-branded websites with its partners. In such a case, the Advisor listings may appear in the co-branded site, but Kasamba will not transfer any personally identifiable information about the Advisor to the other website without receiving the Advisor’s prior consent. The co-branded sites are maintained on servers maintained and controlled by Kasamba. Kasamba may record the website from which a visitor has linked to the Site and Services. If a visitor registers to become a Member and/or an Advisor, Kasamba may track the partner's name, in order to further the relationships Kasamba has with its partners.
Kasamba is not responsible for screening or editing the content of communications between Advisors and Members, but Kasamba may screen, copy, transmit and review all communications conducted by or through the Site and Services for technical support and/or in order to uphold the terms of this Agreement. All communications between Advisors and Members are NOT encrypted and thus may be subject to unauthorized interception and monitoring.
All communications (free or for fee) between Members and Advisors are stored on the Site and Services servers and are available for review by Advisors and Members. You acknowledge and agree that because Members may retain transcripts, recordings, and other communications with Advisors as part of their purchase of services from Advisors, that you do not have the right to delete such communications or the information contained within such communications. The Site and Services denotes to its users which communications are visible to the public and those that are visible to specific, individual users only.
If you access the Site and Services from a location outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content.
Kasamba may include in the Site and Services advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals. By clicking on the advertisements, the Advisor may be shifted to a website of the advertiser or receive other messages, information or offers from the advertiser. You acknowledge and agree that Kasamba is not liable for the practices of advertisers or the content of their websites, information, messages or offers.
The Site and Services contains copyrighted material, trade secrets and proprietary information owned by Kasamba, in particular the copyright, trademarks, database and patents, in the Site and Services and in any software, application, graphics, text and other materials used therein, Kasamba grants you a nonexclusive, revocable right to use the Site and Services provided that you do not copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover any source code, or breach this Agreement.
This Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Site and Services. You may not create derivative software based upon any trade secret, intellectual property or proprietary information of the Site and Services or Kasamba. Furthermore, you may not sub-license, assign or transfer, sell or make any other commercial use of your membership in the Site and Services.
You may not adapt or use any trademark or trade name, domain name similar to or likely to be confused with that of Kasamba or the Site and Services, or take any other action which infringes or impairs Kasamba’s trademark rights.
The Site and Services respects the intellectual property of others, and we ask our users to do the same. The Site and Services may terminate the account or access of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information:
The Site and Service’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
By mail: Copyright Agent
Kasamba Inc. Legal Department
182 Howard St UNIT 826
San Francisco, CA 94105
By email: [email protected]
Advisor shall defend, indemnify and hold the Site, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the "Indemnified Parties") harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by Advisor according to this Agreement; (b) any content Advisor submits, posts or transmits through the Site and Services or otherwise provided by Advisor; and (d) Advisor’s use of the Site and Services. This section shall survive expiration or termination of this Agreement. This provision is further supplemented by Appendix A relating to Release of Liability.
1. Agreement to Arbitrate
Kasamba, Inc and you agree to enter into the arbitration agreement contained in this Arbitration Provision. This Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and evidences a transaction involving interstate commerce. This Arbitration Provision applies to any dispute arising out of or related to these Terms and Conditions, your relationship with Kasamba, Inc or one of its affiliates, successors, subsidiaries, assigns, or parent companies (together, " Kasamba, Inc"), the termination of that relationship, or any other aspect of your relationship with Kasamba, Inc or any Kasamba, Inc Affiliate, regardless of such dispute's date of accrual, and this Arbitration Provision continues in effect after and survives the termination of any relationship between the parties.
2. How this Arbitration Provision Applies
Except as otherwise stated below, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or a forum other than arbitration, and you and Kasamba, Inc agree that any legal dispute or controversy covered by this Arbitration Provision, or arising out of, relating to, or concerning the validity, enforceability or breach of this Arbitration Provision, shall be resolved by binding arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures ("JAMS Rules") then in effect, to be held (unless the parties agree in writing otherwise) within 45 miles of where you last provided Services under these Terms of Use. The JAMS Rules are available online, free of charge, at www.jamsadr.com, or by searching for "JAMS Streamlined Arbitration Rules" using a service such as www.google.com or www.yahoo.com. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. If the JAMS Rules are inconsistent with the terms of this Arbitration Provision, the terms of this Arbitration Provision shall govern.
By entering into this Arbitration Provision, you agree to arbitrate disputes with any entity or individual, and waive your right to have such disputes resolved by a trial by a jury or judge, arising out of or related to these Terms of Use, background checks, privacy, your relationship with Kasamba, Inc, the termination of that relationship, trade secrets, unfair competition, compensation, breaks and rest periods, retaliation, discrimination or harassment, defamation, slander and libel, claims arising under the Fair Credit Reporting Act, Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, California Labor Code, California Fair Employment and Housing Act, California Family Rights Act, Affordable Care Act, Genetic Information Non-Discrimination Act, city or state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to this relationship, including, but not limited to, claims that may be asserted for any post-relationship conduct or time periods, such as defamation or retaliation.
3. Limitations on how this Arbitration Provision Applies
This Arbitration Provision does not apply to a representative action brought on behalf of others under the Private Attorneys General Act of 2004 ("PAGA"), California Labor Code § 2698, et seq., to the extent that such an action can only be brought by the state or its representatives, where any resulting judgment is binding on the state, and where any alleged monetary penalties largely go to state coffers.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits.
Either you or Kasamba, Inc may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief.
Regardless of any other terms of this Arbitration Provision, a claim may be brought before and remedies awarded by an administrative agency if applicable law permits the agency to prosecute or adjudicate the claim notwithstanding the existence of an agreement to arbitrate that is governed by the Federal Arbitration Act. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.
This Arbitration Provision also does not apply to disputes between the parties that may not be subject to predispute arbitration agreement provided by an Act of Congress.
4. How Arbitration Proceedings are Conducted
In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the arbitrator. The statutes of limitations applicable to each claim or cause of action shall apply, and written notice of arbitration shall be initiated within the statute of limitations and other time limitations applicable to each claim or cause of action asserted. The Federal Rules of Evidence shall apply, except as modified by the arbitrator.
You and Kasamba, Inc agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective action basis ("Class Action Waiver"). The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis, and shall not do so on a class or collective action basis. Notwithstanding any other provision of this Arbitration Provision or the JAMS Rules, disputes regarding the enforceability, revocability, or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the dispute is filed as a class or collective action; and (ii) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
Except as otherwise provided in Section 3 of this Mutual Arbitration Provision, and to the extent permitted by law, (i) you and Kasamba, Inc agree not to bring a representative action on behalf of others in arbitration; and (ii) for any claim brought on a private attorney general basis (i.e., where you are seeking to pursue a claim on behalf of a government entity) both you and Kasamba, Inc agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have been personally aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) ("PAGA Waiver"). Notwithstanding any other provision of this Arbitration Provision or the JAMS Rules, the validity of the PAGA Waiver may be resolved only by a court of competent jurisdiction and not by an arbitrator. If any provision of the PAGA Waiver is found to be unenforceable or unlawful for any reason, (i) the unenforceable provision shall be severed from this Arbitration Provision; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Provision or the parties' attempt to arbitrate any remaining claims on an individual basis pursuant to the Arbitration Provision; and (iii) any representative action brought under PAGA on behalf of others must be litigated in a civil court of competent jurisdiction and not in arbitration.
5. Paying for the Arbitration
You and Kasamba, Inc shall follow the JAMS Rules applicable to initial filing fees, but in no event will you be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. Kasamba, Inc otherwise shall pay all costs and expenses unique to arbitration, including without limitation the arbitrator's and/or arbitration fees.
Each party will pay the fees for his, her, or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (e.g., a party prevails on a claim that provides for the award of reasonable attorneys' fees to the prevailing party).
6. The Arbitrator's Decision and Award.
The arbitrator must follow applicable law and may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The arbitrator's decision shall be final and binding upon the parties, must be in writing, and must contain the arbitrator's reasoning. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.
7. Enforcement of this Arbitration Provision; Other Terms
Any party (including Kasamba, Inc Affiliates) to this Arbitration Provision may bring an action in a court of competent jurisdiction to compel arbitration under this Arbitration Provision, and to confirm, vacate, or enforce an arbitration award, with each party bearing its own attorneys' fees, costs and expenses in such court proceedings, subject to any remedies to which that party may later be entitled under applicable law. This Arbitration Provision replaces all prior agreements (if any) regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. Except as stated in Section 4 of this Mutual Arbitration Provision above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
****
By continuing to use and transact on the Kasamba Site and Services platform, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of these Advisor Terms and specifically this Mutual Arbitration Provision, that you agree to be bound by the terms and conditions of these Advisor Terms, specifically including the Mutual Arbitration Provision, and that you are legally competent to enter into these Advisor Terms and the Mutual Arbitration Provision with Kasamba, Inc.
In addition to the general releases set forth under INDEMNIFICATION and LIMITATION OF LIABILITY, you further agree to waive any claims against Kasamba, Inc arising out of these Advisor Terms as supplemented below. In particular, You acknowledge and agree that:
In California:
You are releasing all rights under section 1542 of the California Civil Code, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.
In Montana:
You are releasing all rights under Montana Code Annotated Section 28-1-1602, which provides:
A general release does not extend to claims that the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which, if known by the creditor, must have materially affected the creditor's settlement with the debtor.
In North Dakota:
You expressly waive any and all rights that you may have under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to North Dakota Century Code Section 9-13-02, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in the creditor's favor at the time of executing the release, which if known by the creditor, must have materially affected the creditor's settlement with the debtor.
In South Dakota:
You expressly waive any and all rights that you may have under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to South Dakota Codified Laws Section 20-7-11, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
Kasamba may change this Agreement and/or change any aspect of the Site and Services by posting modifications on the Site and Services. Kasamba may provide notices or other communications to you regarding such changes by email to the email address that we have on record, by regular mail or by posting on the Site and Services. The date of receipt shall be deemed the date on which such notice is given. Unless otherwise specified by Kasamba, all modifications posted on the Site and Services shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the Site and Services after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you may cease using the Site and Services, and terminate this Agreement as set forth above. However, any changes to the dispute resolution provisions set out in the Mutual Arbitration Provision will not apply to any disputes for which the parties had actual notice before the date the change was posted on the Site and Services. Notices sent to Kasamba must be delivered via express delivery or regular mail to:
Kasamba Inc.
Attn: Legal Department
182 Howard St UNIT 826
San Francisco, CA 94105
You shall not assign your rights or obligations pursuant to this Agreement without the prior, written consent of Kasamba.
This Agreement shall be interpreted only in accordance with the laws of the State of California (excluding any rules governing choice of laws), and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in San Francisco, California. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Kasamba and Member with respect to the subject matter hereof, and Member has not relied upon any promises or representations by Kasamba with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law from entering into trade relations with the United States are not permitted to use or access the Site and Services.
As used in this Agreement (and any referenced or attached terms, exhibits or schedules), the term “day” means the entire day ending at 11:59 p.m., local time PST. Month shall mean calendar month, ending on the last day of the month, as defined above.
No amendment to this Agreement will be effective unless made in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.