Last updated: June 14, 2017
PLEASE NOTE THAT IN SECTION 15 BELOW, YOU AGREE THAT ANY LITIGATION BETWEEN YOU AND US WILL BE CONDUCTED IN NEW YORK CITY, NEW YORK, THAT YOU WAIVE ANY TRIAL BY JURY, AND THAT ANY PROCEEDING YOU MAY BRING AGAINST US WILL BE CONDUCTED ON AN INDIVIDUAL, NOT CLASS-WIDE, BASIS, AND WILL NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDINGS.
a. “Account Holder Data”means, with respect to the holder of a credit card, a debit card, or a bank account, the holder’ s primary account number, and any other personal information related to the account, that is entered into Felix.
c. "Applicable law" refers to the laws currently in force in the state of New York, which shall govern this agreement.
d. “Claim” means, collectively, any and all claims, complaints, causes of action, demands, proceedings, liabilities, obligations, damages, losses, costs, including legal fees and expenses, and expenses of any nature whatsoever, including without limitation lost profits and indirect, consequential, incidental, special, exemplary or punitive damages.
e. "Felix" means the Site and the Services, including all mobile and web applications that provide access to the Services.
f. "Felix Parties" includes us, our affiliates, subsidiaries, partners, service providers, licensors, suppliers and contractors and each of their respective officers, directors, agents, and employees.
g. "Service" and "Services" refer to the work tracking, invoicing, payment processing, and other services and Support offered through Felix from time to time.
h. "Site" means the www.felixapp.co website, all related webpages, and all related mobile applications, but does not include any third party websites that are linked to or may link from this website, whether or not such third party websites are used in connection with the Services.
i. "Support" means any free or paid technical support and assistance provided to Users by us and our third party contractors from time to time.
j. “User” refers to any person or entity that maintains an account with us and utilizes the Services.
k. “User Data” means any content, information or data provided to us by a User in connection with Felix or the Services.
l. "We", "us", or “our” refers to Felix Payments, LLC, a New York limited liability company, and all its affiliates and subsidiaries.
m. "You" or “your” refers to any person who visits the Site or uses Felix and includes any User and its employees and agents.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services.
You agree that we may use the then-current email information related to your account to provide you with any notices required or permitted under this agreement and that any notices, disclosures, agreements and other communications we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, if they are capable of being retrieved, reviewed, printed and stored for further use by you.
We may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services, including but not limited to the scope of the Services, the time of the Services, or the software and hardware required for access to the Services. We may also limit the geographic locations or jurisdictions where certain of the Services may be available.
Without prejudice to the foregoing, you acknowledge and agree that if there should be an error, omission, defect, deficiency, delay causing downtime, or inability to access the Services for any length of time, including as a result of the permanent termination of the Services, or any other failure of Felix or the Services whatsoever, then, except as otherwise set out herein, your only remedy is to discontinue using Felix and the Services.
You shall be responsible for maintaining the confidentiality of your access credentials, and each User will be responsible for all activities, including unauthorized use, performed under the User’s access credentials.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using Felix or in connection with the Services is accurate, reliable and complete and does not violate this agreement. You represent and warrant that you have obtained all required consents and comply with all applicable legal requirements, including without limitation privacy legislation and regulations, in connection with any use and disclosure of information relating to the use of Felix and the Services. We accept no responsibility for the accuracy of any information, data, documents or materials entered into or created using Felix or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on Felix, whether by us or otherwise, does not constitute our endorsement or warranty as to the compliance of such information, data, documents or materials with applicable legal requirements, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
You agree to use Felix and the Services only for the purposes for which they are intended and only in accordance with the terms of this agreement.
Furthermore, you are entirely responsible for any activities that occur in connection with your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Felix Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your user name, password or account, either with or without your knowledge. You agree to indemnify and defend the Felix Parties for and against any Claims that may be incurred as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
We are responsible for the security of any Account Holder Data that is collected by us on your behalf. We and our service providers have implemented strict security features to protect Account Holder Data, and as such it is required that this data only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING ACCOUNT HOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN FELIX, EXCEPT THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e., where Felix explicitly requests such data be entered into such fields). Appropriate fields are clearly marked with labels such as “Card number” or “Bank account” or by having a credit or debit card icon precede them. For clarity, it is not permissible to enter or store Account Holder Data in fields with labels such as ‘memo’ or ‘note’ . Similarly, excluding payment forms, you must never enter CVV2 data into any fields in Felix. You assume all responsibility for any Account Holder Data entered into Felix in violation of this agreement.
(b) If you use Felix and the Services to pay invoices, you are not responsible for the payment to us of any fees for the payment of invoices through Felix. You acknowledge and agree that we are not responsible for the accuracy of any invoices submitted to you through Felix, or the quality of any services for which you are invoiced, and that any issues relating to any of those invoices or services are between you and your service provider.
We and our licensors and suppliers own both the proprietary rights and the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, excluding your data and information that you provide to us or input using Felix and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within Felix constitute trade secrets. The usage of the Services does not constitute a sale or transfer to the Users of the Services of any intellectual property or other proprietary rights.
Without any prejudice to the foregoing, any User Data shall at all material times remain the property of the applicable User. Each User hereby grants to us a worldwide, perpetual, royalty-free, non-exclusive right and license to use all User Data provided by the User in connection with Felix and the Services for uses related to the delivery of the Services. We do not guarantee the accuracy, integrity, or quality of any User Data, and you agree that we are not required to monitor, block, or otherwise prevent the transmission of any User Data.
You represent and warrant that your User Data is non-infringing of, and does not misappropriate, any intellectual property or proprietary rights of any third party, and you further agree that under no circumstances shall we be liable for any Claims by a third party arising from or related to your User Data.
Materials on and relating to Felix, including the content of Felix and any software downloaded from Felix, are protected by copyright, trademark and/or other intellectual property laws. Subject to your ownership of your User Data, we reserve all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of Felix or any content therefrom without our express written consent. You will also take all reasonable steps to prevent any unauthorized use, copying or transfer of materials on or relating to Felix.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) that you generate using the Services. Your use of screen shots is subject to the following:
a. No screen shot may be used from any beta version of Felix unless that beta version has been commercially released to the public;
b. the use is for illustrative purposes;
c. the use may not imply any endorsement or affiliation by or with us;
d. the screen shot does not contain any commentary that may appear to be attributable to us;
e. the screen shot does not contain any third party content;
f. the use is in compliance with all applicable laws, portrayed in a context favorable to Felix, and otherwise non-disparaging of Felix;
g. you do not remove, alter, or obscure any trademark, trade name, logo, slogan, branding, symbol, label, or copyright or other proprietary notice on any portion of Felix; and
You shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil or criminal liability.
You agree not to publish, post, upload, distribute, provide or enter on Felix any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral, or which any reasonable person would consider objectionable on grounds of good conscience.
You shall not use any means to restrict or prevent another User from accessing or enjoying Felix.
You shall not upload material into Felix that you know or ought to know (i) infringes on, misappropriates, or otherwise violates the intellectual property, proprietary, or privacy rights of others, or (ii) places an unnecessary processing load on Felix so as to affect the performances of our websites, systems and equipment. You may not use Felix and the Services in a manner that could block access to, impair, damage or otherwise disable Felix or any of our servers. You may not attempt to gain unauthorized access to Felix or to any other User's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials that you upload are subject to, and must comply with, applicable laws. You shall not use the Services in support of or as part of any organization designated by the United States as a foreign terrorist organization.
You shall not lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to or licensed by us in a manner that is inconsistent with our intellectual property rights in or to the software.
You shall not promote any commercial interest in, falsify or delete any information on Felix, collect or disseminate personal information without express authority to do so, violate any applicable laws, create a false identity, or utilize Felix under false pretenses.
TO THE FULLEST EXTENT ALLOWED BY LAW:
A. YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE FELIX PARTIES FROM ANY AND ALL CLAIMS, WHETHER KNOWN OR UNKNOWN, THAT NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF FELIX AND THE SERVICES AND ANY RELATED APPLICATIONS, INCLUDING THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO FELIX; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA RELATING TO THE USE OF FELIX OR THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
B. FOR GREATER CERTAINTY, IN NO EVENT SHALL ANY FELIX PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, FELIX OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. ACCESS TO, AND USE OF, FELIX AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
C. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) FIFTY US DOLLARS ($50) AND (II) THE AGGREGATE AMOUNT YOU'VE PAID US FOR THE USE OF FELIX AND THE SERVICES IN THE 6 MONTH PERIOD PRIOR TO THE DATE ON WHICH THE EVENT GIVING RISE TO THE APPLICABLE CAUSE OF ACTION OCCURRED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR INCREASE THIS LIMIT. YOU AGREE THAT FELIX PARTIES OTHER THAN FELIX PAYMENTS, LLC WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
E. YOU ACKNOWLEDGE THAT THE RELEASE PROVIDED HEREIN INCLUDES BOTH KNOWN AND UNKNOWN CLAIMS AND HEREBY WAIVE THE PROVISIONS OF ANY LAW, SUCH AS CALIFORNIA CIVIL CODE 1542, THAT PURPORTS TO EXCLUDE FROM A GENERAL RELEASE ANY CLAIMS THAT THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF THE RELEASE.
You may use Felix on an at-will basis unless and until this agreement has been terminated by either party in accordance with the following:
a. You may terminate this agreement and your use of Felix at any time and for any reason by notifying us that you are terminating this agreement and ceasing to use your Felix account.
You own all your private data, content and information that you enter and use in connection with the Services, including your User Data. We do not claim any rights, proprietary or otherwise, in or to any data or information that you may use or disclose in connection with the Services. Notwithstanding the above, you acknowledge and agree that there may be circumstances in which we may be required to disclose such data or information, such as the following:
a. For the purposes of fraud prevention and law enforcement;
b. To comply with any legal, governmental or regulatory requirement;
c. To our lawyers in connection with any legal proceedings; and
Some of the functionality of the Services and Felix interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Stripe, Inc. In particular, your ability to use Felix and the Services requires that you (i) agree to Stripe’s Core Services Agreement and Stripe’s Connected Account Agreement, which can be accessed at Stripe Services Agreement and Stripe Connected Account Agreement, respectively, and (ii) designate Felix as a Connect Platform for purposes of Stripe Connected Account Agreement. Your registration for Felix constitutes both your acceptance of and agreement to the Stripe Services Agreement and the Stripe Connected Account Agreement and also your designation of Felix as a Connect Platform for purposes of the Stripe Connect Account Agreement.
When using Felix and the Services, you may be directed to websites maintained by third party service providers. If at any point such third party service providers cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse will be to stop using Felix and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such third party sites and services are completely independent of us, that we have no control over them, and that we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites and services. In addition, we may at any time, in our discretion and without notice to you, discontinue providing our API to such third party sites and services. You acknowledge that any use of the products and services offered by any such third party service provider (e.g., for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of any such third party service provider and its websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service provider. You expressly hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for and from any Claims arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of Felix. The availability of such third party services in connection with Felix does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
Neither party hereto shall be held liable for a delay or failure in performance of this agreement caused by an unforeseen event beyond that party’ s reasonable control, including, but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargos, labor disputes, lockouts, strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the state of New York and the laws of the United States applicable therein as applied to agreements entered into and to be performed entirely within the state of New York, without regard to any choice of law or conflicts of law principles that would require application of the laws of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Services, software, tool, application or functionality, will be deemed to have been performed in the state of New York. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts located in New York City, New York.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding that you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding that might arise between us and any other person or entity.
The website www.felixapp.co and the names Felix and Felix Pay are property of Felix Payments, LLC, a limited liability company organized under the laws of the state of New York, United States of America.
No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.
Some of the content provided on Felix from time to time may be contributed by Users. You represent and warrant that any content or material provide to us by you does not breach the rights, including copyright, of others.
If you believe your copyright in any work has been infringed by material accessible through Felix, you may notify our copyright agent (designated below) of the claimed infringement pursuant to the Digital Millennium Copyright Act of 1998 (DMCA). For your notification to be valid under the DMCA, it must be in writing and include substantially the following information, which we may then forward to the alleged infringer:
a. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work that is allegedly infringed;
b. identification of the copyrighted work that you believe has been infringed;
c. identification of the allegedly infringing material on Felix, with information reasonably sufficient to enable us to locate it on Felix;
d. information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, if available, email address;
e. a statement that you have a good faith belief that use of the allegedly infringing material on Felix is not authorized by the copyright owner, its agent, or the law; and
f. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyrighted work that is allegedly infringed
You may provide this written notification to our designated agent as follows:
Attention: DMCA Designated Agent
Felix Payments, LLC
c/o David Phelps
101 E 116th St., Suite 4A
New York, NY 10029 United States
Upon receiving your notification, we will act in god faith to remove, or disable access to, the material you believe infringes your copyrighted work and will take reasonable steps to notify the person who provided that material of that action.
PLEASE NOTE THAT YOU MAY BE HELD LIABLE FOR ANY DAMAGES, INCLUDING COURT COSTS AND ATTORNEY'S FEES, INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE FALSE INFORMATION IN ANY SUCH NOTIFICATION.
The information in this Section should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
Except as otherwise provided in this agreement, any notice to us that is required or permitted by this agreement may be sent to us at firstname.lastname@example.org