These Strike Business Terms and Conditions ("Terms") are a legal agreement between you (if you are an individual or your business is a sole proprietorship) or your business (if you are signing up on behalf of a company, corporation, limited liability company, organization, educational institution, agency, or other legal entity as its authorized representative) (“you” or “your”) and Zap Solutions, Inc. dba Strike or Strike.me (“Strike”, “we”, “our”, or “us”) governing the use of Strike’s payment processing services, bitcoin trading services, and other associated services or functionality that we may make available from time to time (collectively, the “Services”). You may not access or use any of the Services unless you agree to abide by all of the terms and conditions in these Terms.
(a) Balances. You may hold balances of one or more currencies (such as fiat currencies or bitcoin) supported by the Services in your Business Account (each, a “Balance”, and the currencies, “Supported Currencies”). You must have sufficient Supported Currency in any Balance you are attempting to make a Transaction from, and, if you do not, you will be unable to make a Transaction from that Balance. We hold these Balances as your agent and custodian, and you are the ultimate beneficial owner of the Balances.
(b) Services. Strike enables you, depending on which features of the Services are enabled for your Business Account, to: (i) receive payments from one or more persons (“Payers”) via payments of bitcoin via the Lightning Network or Bitcoin Network or ledger transfers into a Balance; (ii) send payments from a Balance to one or more persons via Lightning Network or Bitcoin Network payments of bitcoin or ledger transfers; (iii) deposit Supported Currency into your Business Account from, and withdraw or send Supported Currency in your Business Account to, external bank accounts; or (iv) buy or sell bitcoin, as described further in Section 8 below (all such transactions in (i) - (iv), “Transactions”).
By tapping or clicking on “Agree”, creating a Business Account, or by accessing and using the Services, you acknowledge and agree to the Terms, the Acceptable Use Policy, and any additional provisions and conditions provided to you for your use of the Services (collectively, the “Policies”), which may include terms and conditions from third parties.
We may update the Terms (including any Policies) at any time at our sole discretion. If we do so, we will deliver notice by posting an updated version or otherwise notifying you through other communication(s) deemed appropriate by us. The updated Terms will be effective at the time they are posted or otherwise provided, unless we indicate otherwise. It is important that you review the Terms regularly for updates because your continued use of the Services indicates your agreement to the modifications. We may change or discontinue all or any part of the Services at any time and without notice at our sole discretion. You agree that we will not be liable to you or any third party for changes or discontinuance of the Services.
(a) Eligibility. To use the Services you must create an account with Strike (“Business Account”). To open a Business Account and use the Services, either for yourself or on behalf of a legal entity, you must be at least 18 years of age, capable of forming a binding contract, in compliance with these Terms (including the Policies), and not prohibited from using the Services under applicable law. We may establish additional eligibility criteria at our discretion.
(b) Account Credentials & Security Obligations. In order to use the Services, you agree to comply with our registration and credential requirements, which we may update from time to time. We may provide you with passwords, usernames, pin numbers, API access keys, or other credentials (collectively, “Credentials”) to access or use the Services, and you agree you will: (i) only access or use the Services with these Credentials; (ii) keep Credentials secure; and (iii) not share Credentials with third parties except as expressly permitted in these Terms. Credentials are the Confidential Information (as defined below) of Strike. We are not responsible for lost or compromised Credentials. You will immediately inform us if you become aware of or suspect your Credentials are compromised. You are responsible for all activities within your Business Account, whether or not you know about them. You agree to cooperate fully with us and legal authorities in any investigation of your Business Account activity. Unless otherwise agreed with Strike in writing, you may only register one Business Account.
(c) Customer Information. As part of account opening, or upon our request, you must provide Customer Information to us in a form satisfactory to us. You warrant that any Customer Information you provide to us is accurate and complete, and must keep any Customer Information relating to your Business Account current. You agree to notify us promptly if any Customer Information you have previously provided is updated or changes, or if there are any anticipated changes to your business or financial condition, your ownership structure (in particular if there will be any new ultimate beneficial owners or controller(s) of your entity or group), your regulatory status, or your business activities (for instance you are changing the way in which you operate, the business that you do, or how you use our Services). You authorize us to retrieve information about you and your business from our service providers and other third parties, including credit reporting agencies, banking partners, and information bureaus, and you authorize and direct those third parties to compile and provide that information to us. “Customer Information” for these purposes means information about you or your business that we require in order to open or maintain your Business Account, which may include information (i) about you, or your representatives’, name, address, credit history, banking relationships, and financial history, (ii) that we require to comply with applicable laws or internal requirements relating to know-your-customer, anti-money-laundering, or other similar requirements, (iii) about your business such as your activities, services, ownership structure, governance structure, customers, End Users, jurisdictions, operating model, financials, etc., (iv) about your compliance processes such as your anti-money-laundering processes, screening procedures, control structures, and other compliance procedures, and (v) designating an ACH-enabled or wire-enabled bank account linked to your Business Account (your "Linked Bank Account"). Strike is not responsible for any errors in Customer Information, including Linked Bank Account information. Strike processes Customer Information in accordance with its Privacy Notice.
(d) End Users. As part of your business you may provide services to one or more of your customers, third parties, or end users (collectively, “End Users”), and, depending on which Service features are enabled for your Business Account, you may use the Services to provide your own services to your End Users. Your End Users are not being provided Services by Strike under these Terms, and End Users are not customers of Strike unless they have entered into a separate agreement with Strike. You are solely responsible for your relationship with your End Users. You warrant and undertake to us that you have all required Authorizations to provide all relevant services to your End Users, and that you are and will remain compliant with all applicable laws, rules, and regulations. As part of our Services we may require you to, and you undertake to, provide certain information including information relating to your End Users and any initiators or recipients of Transactions including their identity or other identifying information. Any information you provide will be held and processed in accordance with our Privacy Notice. You are responsible for making sure that you are compliant with any privacy or similar rules relating to any data or information relating to your End Users that is provided to us, including ensuring appropriate disclosures about data collection and use are provided to your End Users.
(e) Aggregators. If you manage or process End Users’ transactions with their end consumers, you are an “Aggregator”, and such end consumers are Payers under these Terms. If you are an Aggregator, in order to provide the Services, we may require you to enter into an Aggregator Agreement with us.
(f) Platform Providers. Unless otherwise prohibited by Strike, you may use an e-commerce platform provider (a “Platform Provider”) to assist you in using and incorporating Strike as a payment method subject to these Terms. You may be required to enter into additional agreements with a Platform Provider in order to use the Platform Provider’s platform, products, or services or to enable the Services with such platform, products, or services. Use of a Platform Provider may enable data exchange between the Services and Platform Provider and you consent to such data exchange. Strike does not have control of, or liability for, the platforms, products, or services offered by a Platform Provider, and you agree that your use of such platforms, products, or services is subject to the separate written agreement between you and the Platform Provider. You agree that any Platform Provider’s use of Strike is done solely on your behalf.
(g) Review. Your use of the Services is subject to our ongoing review and approval. We reserve the right to review, evaluate, and test your use of the Services, including for security, performance, compliance, and user experience. To facilitate our review, you agree to provide reasonably requested information. We reserve the right to update our registration, review, or approval processes at any time.
(a) Strike Acceptable Use Policy. The Acceptable Use Policy and any updates thereto apply to your use of the Services. Use of the Services in violation of the Acceptable Use Policy is prohibited. If we discover or believe that you have violated, or attempted to violate, any term, condition, or the spirit of the Acceptable Use Policy, your license to, ability to use, and access to the Services may be suspended or terminated, at our sole discretion, with or without notice. You will provide us with prompt notice of any change to your use of the Services, your business activities, or the manner in which you carry on those business activities that may impact the level of risk (including reputational risk) to Strike or the Services.
(b) Sanctions. You must comply with all Sanctions. You may not use the Services if you, or any persons that you control or that control you, are subject to any Sanctions, or if you are located in a Sanctioned Jurisdiction, or where your use of the Services would violate any applicable law. You may also not use the Services to transact with any person or entity subject to Sanctions or located in a Sanctioned Jurisdiction. You must ensure that any third party for whom you act, including any merchants, are not located in a Sanctioned Jurisdiction or carrying out activities that are contrary to Sanctions. In these Terms, “Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States of America (including by OFAC), the United Nations, the European Union, or the United Kingdom, or other relevant sanctions authority (or respectively any department of governmental authority of the foregoing); “Sanctioned Jurisdiction” means state, country, territory, or other jurisdiction that is subject to Sanctions; and a “Sanctioned Person” or a person or entity being “subject to Sanctions” includes without limitation any person or entity on the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") list of Specially Designated Nationals and Blocked Persons (“SDN List”) or any similar list maintained by any other applicable sanctions authority.
(c) Restricted Jurisdictions. You may not use the Services to accept payments from or make payments to persons located in New York or Hawaii or if you are located in, or a resident of, any other jurisdiction where Strike has determined to prohibit use of the Services (collectively, including the Sanctioned Jurisdictions, "Restricted Jurisdictions"). You agree to notify Strike and close your Business Account before establishing (i) if you are an individual, residency or (ii) if you are an entity, establishing an affiliate or forming, incorporating, or headquartering in any Restricted Jurisdiction. If you or any of your authorized representatives attempt to access your Business Account from a Restricted Jurisdiction, you are ordinarily a resident of (in the case of individuals) or formed, incorporated, headquartered, or affiliated with an entity established in a Restricted Jurisdiction, you send payments to, receive payments from, or attempt to transact with an individual or entity (including a Payer) who is either subject to Sanctions or located in a Restricted Jurisdiction, you provide or are attempting to provide services to any person that is in a Restricted Jurisdiction, or Strike believes that you are attempting such access or have become a resident of a Restricted Jurisdiction or may be attempting to make such a Transaction, Strike may restrict your Business Account, and any pending Transactions may be canceled (including any recurring purchases). If this happens, you should contact email@example.com, and you may be asked to provide supplemental information about the foregoing.
(d) Screening. To receive, process, or perform certain Transactions, you may be required to provide information relating to (a) your End Users or Transaction recipients, or (b) your compliance program and policies, including your anti-money laundering program, know-your-customer or know-your-business program, or other related programs or policies. You consent to us disclosing or transferring such information to third parties, including our Third-Party Service Providers, for purposes connected with processing the Transaction, providing your Business Account, or for other reasonably necessary purposes, including the prevention and detection of crime, sanctions screening, anti-money laundering, or other purposes required by law or regulatory request. You confirm that you have the consent of such End User or Transaction recipient to provide such information for these purposes. To fulfill our legal obligations, we may request further information from you, such as source accounts or destination accounts, or end use or customer or Transaction recipient’s name, date of birth, address, and other identifying information, or information relating to the Transaction such as its purpose. Any information you provide will be held and processed in accordance with our Privacy Notice.
(e) Licensing. It is your sole responsibility to ensure that you and any of your affiliates or representatives comply with all applicable laws, rules, and regulations to which you or your activities or services are subject. You will ensure that you have and maintain any authorizations, licenses, registrations or approvals (“Authorizations”) required in order to operate your business or carry out your activities or services.
(f) Transaction Limits. Strike may, at any time, with or without notice, and at its sole discretion, establish or update limits or restrictions on the size or quantity of Transactions you can make, rate limits, or other access limits to the Services, including daily, monthly, or annual Transaction limits on Business Accounts. Strike may also require advance notice to settle Transactions above certain limits established by Strike at its sole discretion. You will comply with and not circumvent any such limits established by Strike.
(g) Statement of Business Activities. If you enter into a Merchant Agreement or other agreement with Strike in which you are required to specify the products or services that you provide, you agree that the use of the Services will only be used to support the products / services listed on such agreement. If you wish to use the Services to support other products or services, you must notify us beforehand.
(h) Blocking IDs. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
(i) Location of services. Zap Solutions, Inc. is based in, and only operates in, the United States. By opening or operating a Business Account you acknowledge and agree that the Business Account and any Services we provide to you from time to time are deemed provided to you in and from the United States.
(a) Authorization. In connection with enabling you to receive payments from Payers through the Services, you authorize and direct us, our affiliates, and our Third-Party Service Providers, if applicable, to receive and settle any payment proceeds owed to you through the Services. You appoint Strike to act as your limited agent for the sole purpose of receiving, holding, and settling such proceeds. This authorization permits us or our Third-Party Service Providers to generate an electronic funds transfer to settle the proceeds of each such Transaction that you authorize, less any applicable Fees. You represent and warrant that each such Transaction that you direct us to process through the Services is for the completed and fulfilled sale of goods or services by you to a Payer. Your authorizations will remain in full force and effect until the (i) termination of your Business Account, or (ii) disbursement of all funds held on your behalf, whichever occurs later.
You agree that where you use the Services to enable Payers to pay or settle their obligations to you for goods and services provided by you to them, our receipt of payments from a Payer satisfies such Payer’s obligations to make payment to you, as payment is deemed made by the Payer to you upon constructive or actual receipt by us. There is no risk of loss to the Payer if we fail to remit the payment as directed by you; in such event, your sole claim is against us.
In addition, by using the Services, you authorize us to recover funds from you in accordance with these Terms and any other agreement you have with us (“Recovery”), including if you owe amounts to us or for reasons of fraud or illegal activity. Your Recovery authorization includes your authorization of Strike to debit, charge, setoff against, and otherwise recover funds from your Business Account, your Linked Bank Account(s), or any payment instrument, Reserve, and other account registered with your Business Account, including by selling any bitcoin in your Business Account at the then-current Rate. If you have more than one account with Strike, and even if you have those accounts without our authorization and in breach of these Terms, we may set off a negative balance in one Strike account against a balance in your other Strike account(s). Further, in the event that any attempt to recover funds from you should fail, your Recovery authorization includes your grant to Strike of new, original authorizations to recover all or less than all of the amount you owe us. You authorize us to take the above steps without prior notice to you and irrespective of: (i) whether we have made demand under these Terms or any other agreement you have with us; and (ii) whether the obligation is contingent, matured, or unmatured. This includes all authorizations to take the above steps in complete compliance with the National Automated Clearing House Association - The Electronic Payments Association Operating Rules and Guidelines. You agree that your grant of Recovery authorizations to us has the same legal effect as if you had signed a paper containing the same terms.
(b) Settlement. We will settle any payments actually received by us on your behalf, less amounts owed to us (including any Fees as may be applicable) or otherwise required to be withheld, into your applicable Balance. Amounts received by you through the Services are held in your Business Account in the applicable Balance and may be settled to a third-party account of yours on your instructions. If a settlement you instruct us to complete is a settlement of fiat currency, this must be to a Linked Bank Account; if this is a settlement of bitcoin, this must be to a Bitcoin Network address or wallet beneficially owned or controlled by you. We may defer payout or otherwise restrict access to settlement amounts if there is a pending dispute, if we are conducting an investigation, in accordance with these Terms, or to comply with applicable law, regulation, or any court or other authority to which Strike or its affiliates is subject in any jurisdiction, including, for instance, if there is suspicion of money laundering, terrorist financing, fraud, sanctions violations, or any other financial crime. If you have multiple Linked Bank Accounts linked to your Business Account, it is your responsibility to provide accurate instructions for each settlement. Failure to provide accurate instructions may result in delay, rejection, or mis-delivery of funds, and Strike is not responsible for any settlements sent to incorrect accounts based on information provided by you. Settlement timing can vary, including due to system outages and bank cut off times. Strike is not liable for any settlement delays.
(c) Reserve. We may require you to maintain a certain amount of funds in your Business Account(s) (a “Reserve”), as reasonably determined by us, in order to secure the performance of your obligations under these Terms or any other agreement between you and Strike, or for any reason related to your use of the Services. The Reserve may be raised, reduced or removed at any time by us, at our sole discretion.
(a) Fees Associated with the Services. You acknowledge and agree that we may charge fees for your use of the Services (“Fees”). Unless otherwise agreed between the parties, any Fees will be charged at the time we process a Transaction and will be deducted first from the final settlement amount. You also grant us the authorizations in Section 6, which we may utilize to recover Fees you owe us. Subject to these Terms, we reserve the right to implement or change the Fees upon reasonable advance notice. Fees charged for Services, including in any applicable order form, Merchant Agreement, Aggregator Agreement, or other agreement with Strike, are the Confidential Information (as defined in Section 21) of Strike. Strike reserves the right to pass on fees charged by Third-Party Service Providers to you.
(b) Network Fees. Transactions on the Bitcoin Network or the Lightning Network may incur network fees such as mining fees or routing fees, which will be passed on to you.
(c) Exchange Rates and Conversions. Use of our Services may involve or require the purchase or sale of Supported Currencies or the exchange of Supported Currencies (each such purchase, sale, or exchange, a “Conversion”) by Strike or one or more Third-Party Service Providers, including automated Conversions carried out as part of the Services. The cost of a Conversion depends on the all-in exchange rate (the “Rate”), which is based on: (i) exchange rates offered by Strike’s Third-Party Service Providers, from which those Third-Party Service Providers earn revenues, and (ii) for some Services, a margin applied by Strike, from which Strike earns revenue. Applicable Rates may differ depending on Transaction types, and may also differ from exchange rates provided by third parties. The Rate for a Conversion may be different from the prices and price charts displayed in the Services for informational purposes. This informational price data is obtained from one or more Third-Party Service Providers and it should not be relied upon.
(d) Taxes. You are obligated to pay any and all taxes, customs, duties, fees, and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax, harmonized sales tax, and withholding tax assessed, incurred, or required to be collected, paid, or withheld for any reason due to your use of the Services. You are also solely responsible for (i) determining what Taxes apply to your Transactions, and (ii) assessing, collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. If we are required to withhold any Taxes, or if we are unable to validate any tax-related identification information you provided to us, then we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate tax authority. You agree that Strike is not responsible for determining whether Taxes apply to your use of the Services, including your Transactions, or for collecting, reporting, withholding, or remitting any Taxes arising from your use of the Services. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. We may be required by applicable law (including the Internal Revenue Code) to file periodic information returns with the appropriate tax authority in relation to your use of the Services. You acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service.
(a) Bitcoin Balance. Strike may provide you with the ability to buy and sell bitcoin using the Services. You acknowledge the Bitcoin Risk Disclosures (see Section 9) associated with the Services. Strike may, at its sole discretion, prohibit, limit, or restrict the purchase, sale, or withdrawal of bitcoin in your Business Account.
(b) Custody. Any bitcoin you deposit in your Business Account or buy through the Services, or that is otherwise credited to your Business Account, is held in custody by us and may be held by us on an omnibus basis with the assets of other customers in one or more wallet addresses, including through Third-Party Service Providers. Title to any bitcoin in your Business Account shall at all times remain with you and shall not transfer to Strike, and the ownership of your bitcoin will be clearly recorded in our books as belonging to you. Except as expressly set forth in these Terms, Strike may not sell, transfer, loan, hypothecate, pledge, or otherwise encumber any bitcoin in your Business Account unless instructed by you or required by applicable law.
(c) Price Volatility. Strike is not liable for any price fluctuations of bitcoin. In the event of material market events or other prevailing circumstances, we may do one or more of the following: (i) suspend access to purchasing, selling, or Converting bitcoin through the Services; or (ii) prevent you from completing any actions from or to your bitcoin Balance. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, you acknowledge that prices of bitcoin available through the Services may differ significantly from the prices available prior to such event or from third parties.
(d) Buy or Sell Orders. You initiate an order to buy or sell bitcoin through the Services by inputting the U.S. dollar amount of bitcoin, or the amount of bitcoin that you wish to buy or sell. Before you confirm your buy or sell order, the U.S. dollar price of bitcoin that will be applied to your order and the amount of bitcoin being bought or sold will be displayed. When you specify the U.S. dollar amount of bitcoin you wish to buy, the amount of bitcoin is calculated by dividing the U.S. dollar amount that you entered by the quoted price, which in certain cases may require rounding. Unless you confirm the buy or sell order within a short period of time, the quoted price will expire and must be refreshed. We work with one or more Third-Party Service Providers to execute orders through the Services. Please review the quoted price carefully before confirming any order and ensure that the price is appropriate for you based on your circumstances. You are responsible for ensuring that the correct U.S. dollar amount is entered when you place an order to buy or sell bitcoin. ONCE YOU HAVE SUBMITTED A BUY OR SELL ORDER, IT IS NOT POSSIBLE TO CHANGE, WITHDRAW, REVERSE, MODIFY, OR CANCEL YOUR ORDER. NEITHER STRIKE NOR ITS AFFILIATES GUARANTEE THAT ANY ORDER YOU PLACE WILL BE FILLED.
(e) Conversions. The execution of a buy or sell order for bitcoin requires a Conversion by Strike or one or more of its Third-Party Service Providers. The relevant Rate for a Conversion will be quoted to you, and, if confirmed by you, will be applied to your order.
(f) Withdrawals and Payments from your Bitcoin Balance. You agree that, whenever you withdraw bitcoin, make a payment from, or transfer the bitcoin Balance in your Business Account to an external wallet (such withdrawal, pay-out, or transfer, a "Withdrawal"), you will comply with all applicable laws. You are solely responsible for providing accurate instructions for any Withdrawal, and Strike and its affiliates are not responsible for any loss or delay incurred with respect to a Withdrawal executed in accordance with your instructions. If you attempt to Withdraw bitcoin to a non-bitcoin address, that asset may be lost and unrecoverable, and you may incur losses as a result. Withdrawals may be delayed as a result of latency, disruption, congestion, or other delay on the Bitcoin Network. In order to initiate a Withdrawal, you may be required to provide proof of identity or other information. Strike may delay or prevent a Withdrawal if Strike perceives a risk of illegal activity, fraud, or other violation of Strike's Anti-Money Laundering program or procedures. Strike may also block any pending Withdrawal as required by law or in response to a subpoena, court order, or government order. A WITHDRAWAL CANNOT BE REVERSED, MODIFIED, OR CANCELED ONCE IT HAS BEEN CONFIRMED BY YOU.
(g) Deposits. If bitcoin deposits are enabled on your Business Account, the only cryptocurrency that may be deposited, paid in, or transferred into your Business Account is bitcoin (such deposit, pay-in, or transfer, a "Deposit"). The person initiating the Deposit is solely responsible for executing the transaction correctly and for paying any applicable network fees. Deposits must be recognized by the number of network confirmations determined by Strike in its sole discretion, and Deposits may be delayed and in a pending state before appearing in your Business Account. A Deposit is not complete while it is in a pending state, and while in a pending state the relevant Deposit amount will not be available in your Business Account for your use in connection with the Services. Strike and its affiliates are not responsible for any erroneous or delayed Deposits for any reason, including erroneous instructions or address information. If you attempt to Deposit an asset other than bitcoin into your bitcoin Balance that asset may be lost and unrecoverable, and you may incur losses as a result. We are not responsible for delays or loss incurred as a result of an error in the initiation of the Transaction and have no obligation to assist in the remediation of such Transactions.
(h) Deposit and Withdrawal Compliance. You agree to comply with all applicable laws in initiating a Deposit or a Withdrawal, and you will not make a Deposit to from a wallet or account, or make a Withdrawal from a Balance to a wallet or account, associated with the OFAC SDN List or otherwise associated with any person subject to any Sanctions.
(i) Recurring Purchases. If you initiate a recurring purchase of bitcoin, you authorize us to make recurring purchases of bitcoin at the amount and frequency you selected in the Services until you withdraw that authorization. You can withdraw this authorization at any time by following the instructions in the Strike Dashboard or contacting firstname.lastname@example.org. You may only have one recurring purchase frequency in place at a time. You may not receive prior notification of a recurring purchase before it occurs. Your recurring purchase may be canceled if there are insufficient funds in your Business Account. Any recurring purchases scheduled for the 29th, 30th, or 31st day of a month will be processed on the earlier of the date scheduled or on the last day of the applicable month. Exact transaction times may vary. Strike may at any time, without notice to you, pause or cancel recurring purchases. For example, if you travel to a Restricted Jurisdiction, your recurring purchases may be paused or canceled.
(a) GENERAL. BITCOIN VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A PARTIAL OR TOTAL LOSS OF THE VALUE OF THE BITCOIN THAT YOU PURCHASE. THE SUPPLY OF BITCOIN AVAILABLE TO YOU TO PURCHASE OR YOUR ABILITY TO TRANSFER YOUR BITCOIN DEPENDS ON THIRD-PARTY SERVICE PROVIDERS THAT ARE OUTSIDE OF STRIKE'S CONTROL; THEREFORE, STRIKE AND ITS AFFILIATES MAKE NO PROMISES AS TO TIMING OF BITCOIN PURCHASES, SALES, AND TRANSFERS. STRIKE DOES NOT OWN OR CONTROL ANY OF THE SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH THE BITCOIN PURCHASED, SOLD, OR TRANSFERRED THROUGH THE SERVICES. STRIKE AND ITS AFFILIATES DISCLAIM ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY PRICE FLUCTUATIONS IN BITCOIN, AND MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS. BITCOIN IS NOT LEGAL TENDER IN THE UNITED STATES AND IS NOT PROTECTED BY DEPOSIT INSURANCE.
(b) FORKS. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING PROTOCOLS ARE SUBJECT TO SUDDEN CHANGES IN OPERATING RULES (KNOWN AS "FORKS"), AND THAT SUCH FORKS MAY MATERIALLY AFFECT THE VALUE, FUNCTION, OR EVEN THE NAME OF THE CRYPTOCURRENCIES SUPPORTED THROUGH THE SERVICES. IN THE EVENT OF A FORK, YOU AGREE THAT WE MAY TEMPORARILY SUSPEND OPERATIONS (WITH OR WITHOUT ADVANCE NOTICE TO YOU) AND THAT WE MAY, IN OUR SOLE DISCRETION, DECIDE WHETHER OR NOT TO SUPPORT (OR CEASE SUPPORTING) EITHER BRANCH OF THE FORKED PROTOCOL ENTIRELY. YOU ACKNOWLEDGE AND AGREE THAT STRIKE AND ITS AFFILIATES ASSUME ABSOLUTELY NO RESPONSIBILITY WHATSOEVER IN RESPECT OF AN UNSUPPORTED BRANCH OF A FORKED PROTOCOL.
(c) SYSTEM FAILURE. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. THE NATURE OF CRYPTOCURRENCIES MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY STRIKE MAY PREVENT THE ACCESS OR USE OF YOUR BITCOIN.
(d) General Risks. Your use of the Services is subject to the following conditions and risks: (i) Bitcoin Transactions are irreversible, and, accordingly, losses due to fraudulent or accidental Transactions may not be recoverable and Strike or its affiliates are not liable for any fraudulent or accidental Transactions; (ii) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, liquidity, and value of bitcoin; (iii) the Bitcoin public ledger blockchain (the "Bitcoin Network") is maintained by a vast unidentified private computer network spread around the world, and transacting in bitcoin or on the Bitcoin Network is at your own risk and understanding of this network; (iv) the Bitcoin Network is a target for fraud, and fraud may result when you engage in Transactions with external bitcoin addresses; (v) bitcoin is a target for hackers and theft, and hacking and irretrievable theft can occur even when the strongest security settings are used; (vi) your bank accounts are at increased risk of being hacked when linked to Bitcoin accounts; (vii) some bitcoin Transactions are deemed to be made when recorded on the Bitcoin Network, which is may be different from the time at which you initiated such Transaction; (viii) the value of bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for bitcoin, which may result in the potential for permanent and total loss of value of bitcoin should the market for bitcoin disappear; (ix) any bitcoin Transaction may be canceled, lost, or double spent, or otherwise lose all or most of its value due to forks, rollbacks, attacks, or failures to operate as intended; and (x) there is no assurance that a person who accepts bitcoin as payment today will continue to do so in the future; (xi) the volatility and unpredictability of the price of bitcoin relative to fiat currency may result in significant losses over a short period of time.
Strike has partnered with third parties to facilitate, provide, or otherwise offer certain parts of the Services (“Third-Party Service Providers”). You may be required to enter into additional agreements with such Third-Party Service Providers in order to enable or access certain functions of the Services. Strike does not have control of, or liability for, products or services provided by Third-Party Service Providers.
(a) Payers Generally. You, and your Platform Provider if applicable, are solely responsible for managing your relationship with any Payers, including order fulfillment, cancellations, refunds, returns, customer service policies, providing dated receipts (to the extent required by applicable law), providing customer support, pricing, rebates, and warranties. If we receive a complaint from a Payer regarding you or your provision of goods or services to that Payer, we will send it to you for resolution. We reserve the right to terminate Business Accounts that receive excessive or egregious complaints. You may not directly or indirectly charge Payers for use of the Services without our consent. We do not currently support bitcoin refunds. Any refunds to a Payer will have to be done via gift card, discount code, or another unlinked refund method. You should update your refund terms accordingly, if applicable.
(b) Receipts. In the event you use the Services to process or facilitate your sale of goods or services to a Payer (each, a “Commerce Payment”), you will provide such Payer with a receipt (a “Receipt”). Receipts must (i) be provided for each successfully processed Commerce Payment, (ii) disclose that the Commerce Payment was processed by Strike, unless you and Strike have agreed otherwise, and (iii) otherwise comply with applicable law.
(a) License. Strike grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services, subject to these Terms. Strike reserves all rights not expressly granted to you in these Terms. The Services are protected by copyright, trademark, and other laws. All right, title, and interest in and to the Services are and will remain the exclusive property of Strike.
(b) Product Development. We are continually developing additional services and products. Nothing in these Terms limits our right to develop services, products, or systems similar to or competitive with any of your products or services.
(c) Usage Data. Strike may collect certain technical logs, data, learnings, and information regarding your use of the Services (“Usage Data”). We may generate and use Usage Data to operate, improve, analyze, and support the Service and for our other lawful business purposes.
(d) Feedback. We appreciate, and may solicit, feedback, comments, ideas, proposals, and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction, obligation, or compensation to you.
(a) Strike Marks. We maintain trademarks, product names, logos, domain names, and other brand identifiers (“Strike Marks”). Except as set forth herein and otherwise agreed with us in writing, you may not use the Strike Marks. You will follow any rules or guidelines we provide to you regarding proper use of the Strike Marks. Any and all goodwill arising from your use of the Strike Marks will inure to our sole and exclusive benefit. You will, upon our request, (i) cease using Strike’s name and Strike Marks (including taking down or deleting any materials you have created or control that include Strike’s name or Marks), (ii) cease any specific use of Strike’s name or Strike Marks, or (iii) correct any specific reference to Strike or our Strike Marks if, in our reasonable determination, such reference is untrue, inaccurate, or potentially misleading or disparaging. If you use the Services to receive Commerce Payments, you may use the Strike Marks for the sole purpose of identifying Strike as a payment method for the sale of your goods and services, and you must treat Strike and the Strike Marks at least on par with any other payment methods and marks offered or displayed by you for such payment services. Whenever you display the payment methods that you accept or utilize (including in customer communications and advertisements), you agree to display Strike Marks in a manner that is as conspicuous and is approximately the same size as the trademarks of any other payment methods.
(b) Your Marks. We may, but are not obligated to, use your marks to identify you as using the Services and to promote the Services. You grant Strike a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display your marks for these purposes.
You represent and warrant that:
(a) You have all necessary right, power, authority, and ability to enter into and fulfill your obligations under these Terms and your use of the Services;
(b) You are duly qualified and in good standing in each jurisdiction in which the conduct of your business requires you to so qualify, and that you have and will maintain any Authorizations required in order to operate your business or carry out your activities or services;
(c) Your use of the Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;
(d) Your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve Payers, merchants or End Users;
(e) Your use of the Services will violate neither these Terms nor any other applicable terms, or any applicable law, rule, or regulation applicable to you or your business, activities, or services;
(f) All information that you have provided to us, and may from time to time provide to us, is and will continue to be true and complete;
(g) Unless the parties otherwise agree in writing, you will use the Services solely for your own business purposes and not on behalf of or as an agent of any other person; and
(h) If you are an Aggregator or otherwise use the Services on behalf of your customers or end users, you have conducted sufficient due diligence on any such third parties you provide services to, and that you have ensured that no such third party is conducting illegal activity or violating our Acceptable Use Policy.
We may offer test or sandbox accounts or environments as part of the Services (“Test Accounts”). You may only use Test Accounts for the internal development or testing of your integration with the Services. As Test Accounts are for development or testing purposes only, you may not use any Payer or Transaction information with Test Accounts. You agree that we are not obligated to provide Test Accounts, have no liability for your access or use of Test Accounts, and are not responsible for the security or privacy of any data contained in Test Accounts and may access, modify, or delete such data at any time for any reason. You must not provide access to any Test Account to anyone else.
(a) Third Party Content. The Services may make content provided by third parties available to you, including links to third-party websites or resources (collectively, "Third-Party Content"). You acknowledge that (i) Third-Party Content is not part of the Services, (ii) Strike and its affiliates are not responsible for Third-Party Content including, without limitation, content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable, and (iii) we provide the Third-Party Content to you only as a convenience. You further acknowledge sole responsibility for and assume all risk arising from your use of and interactions with any Third-Party Content or with any products or services from such third parties. Your use of Third-Party Content may be subject to additional terms or restrictions ("Third-Party Terms"). You are solely responsible for your compliance with any Third-Party Terms, and failure to comply with such terms may result in termination of your right to access any features or functions of the Services that utilize such Third-Party Content. If no Third-Party Terms are specified, you may use Third-Party Content solely in support of your use of the Services in accordance with these Terms. You agree that you will not reproduce, sell, distribute, or otherwise commercially use Third-Party Content.
(b) Third-Party Platforms. You acknowledge sole responsibility for and assume all risks arising from your use of any third-party platforms, websites, services, add-ons, or products through which you access the Services or authorize to access the Services on your behalf ("Third-Party Platforms"). Third-Party Platforms are not part of the Services. Use of Third-Party Platforms is subject to your agreement with the relevant Third-Party Platform provider and not these Terms, and may enable data exchange between the Services and Third-Party Platform. Strike does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability, or how the Third-Party Platforms or their providers use your Content. If you enable a Third-Party Platform with the Service, you authorize us to access and exchange Content with the Third-Party Platform on your behalf. Authorizations with certain Third-Party Platforms can be managed, enabled, and terminated via https://auth.strike.me/.
SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND STRIKE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THESE TERMS, COURSE OF DEALING, OR USAGE OF TRADE. STRIKE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE COMPATIBLE WITH YOUR HARDWARE OR SOFTWARE SYSTEMS, OR THAT USE OF SERVICES WILL BE ERROR-FREE, VIRUS-FREE, UNINTERRUPTED, WITHOUT DEFECT, OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.
You will indemnify and hold harmless Strike and its affiliates, officers, directors, employees, and agents, from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services; (ii) your violation of these Terms, (iii) the goods and services offered by you, (iv) our permitted use of your marks, or (v) any negligent, willful, or reckless acts or omissions, dishonesty, or fraud by you or any of your affiliates, customers, service providers, or Platform Providers (each, a “Claim”). If Strike seeks indemnification by you, Strike will provide prompt notification in writing of the Claim for which it seeks indemnification or defense. You will assume the defense of such Claim with counsel reasonably satisfactory to Strike, however, Strike reserves the right, at its sole discretion, to assume full control of the defense of a Claim. Without limiting the foregoing, Strike may, at its own expense, participate in the defense and settlement of any Claim with its own counsel, and you may not settle a Claim without Strike’s prior written consent (not to be unreasonably withheld).
(a) DAMAGES WAIVER. NOTWITHSTANDING ANY OTHER SECTION OF THESE TERMS, NEITHER STRIKE (NOR ITS AFFILIATES) NOR ANY OTHER PARTY INVOLVED IN CREATING, PUBLISHING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, TRADING LOSSES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER CLASSIFIED UNDER APPLICABLE LAW AS DIRECT OR INDIRECT DAMAGE, AND WHETHER OR NOT STRIKE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
(b) DAMAGES CAP. NOTWITHSTANDING AND WITHOUT LIMITING OR MODIFYING ANY OTHER SECTION OF THESE TERMS, IN NO EVENT WILL STRIKE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO STRIKE FOR USE OF THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS.
(c) FORM OF ACTION AND FAILURE OF ESSENTIAL PURPOSE. THE WAIVERS AND LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
(a) By You. Subject to the terms of any other agreement you may have with Strike (including Merchant Agreement or Aggregator Agreement), you may terminate these Terms at any time by closing your Business Account, settling any outstanding obligations you owe to Strike, and ceasing any and all use of the Services.
(b) By Strike. Subject to the terms of any other agreement you may have with Strike (including Merchant Agreement or Aggregator Agreement), we may terminate or suspend your access to the Services (in whole or in part) for any reason or no reason by providing you notice.
(c) Effect of Account Termination. Upon termination or suspension (i) any and all rights and licenses granted to you under these Terms will terminate, and (ii) you will cease all use of the Services. Strike will have no liability to you or any third party for the termination or suspension of these Terms or your access to the Services. You will remain responsible for performing your obligations in connection with Transactions entered into before termination and for any liabilities that accrued before or as a result of termination. Sections 4 (Business Accounts), 5 (Compliance), 6 (Authorizations; Settlement), 7 (Fees, Exchange Rates, and Taxes), 12 (Intellectual Property), 13 (Trademarks), 18 (Indemnification), 19 (Limitations of Liability), 20(d) (Payout), 21 (Arbitration Agreement), 22 (Confidentiality), and 23 (General) will survive termination.
(d) Payout. Any funds that we are holding in custody for you at the time of Business Account closure, less any applicable Fees, will be paid out, subject to these Terms. We may hold your funds as described in these Terms if there is an ongoing investigation or dispute. Upon the conclusion of the investigation or dispute, we will pay out any funds you are entitled to.
(a) Contact Strike. If you have feedback, or general questions, contact Strike Support via email at email@example.com.
(b) Applicability of Arbitration Agreement. Subject to the terms of this Section, you and Strike agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, or these Terms and prior versions of these Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a "Dispute"), will be resolved by binding arbitration, rather than in court, except that: (1) you and Strike may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you and Strike may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Section, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
(c) Pre-Arbitration Dispute Resolution and Notification. The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in good-faith to informally resolve any Dispute covered by this Section. Multiple individuals initiating Disputes cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within sixty (60) days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Strike that you intend to initiate an informal dispute resolution conference, write to firstname.lastname@example.org, providing your name, the telephone number(s) associated with your Business Account (if any), the email address(es) associated with your Business Account, and a description of your Dispute. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
(d) Waiver of Jury Trial. YOU AND STRIKE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Strike are instead electing that all Disputes shall be resolved by arbitration under this Section, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class and Other Non-Individualized Relief. YOU AND STRIKE AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION (j), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER. Subject to this Section, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection (j) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Section, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Strike agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Strike from participating in a class-wide settlement of claims.
(f) Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section and any arbitration proceedings. If the informal dispute resolution process required by subsection (c) above does not resolve satisfactorily, you and Strike agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Commercial Arbitration Rules ("AAA Rules") then in effect, except as modified by this subsection. The AAA Rules are currently available at https://www.adr.org/sites/default/files/CommercialRules_Web-Final.pdf.
In order to initiate arbitration following the conclusion of the informal dispute resolution process required by subsection (c), a party who wishes to initiate arbitration must provide the other party with a request for arbitration ("Request"). If you initiate the arbitration, you must provide us with a copy of your Request by email at email@example.com or through Strike’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the applicable Business Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good-faith calculation of the amount in controversy in United States dollars; and (4) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Strike otherwise agree, or the Batch Arbitration process discussed in subsection (j) is triggered, the arbitration will be conducted in San Francisco, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys' fees and interest, will be conducted solely on the basis of documents you and Strike submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. In any case, you and Strike agree that we will not request more than three depositions per side in each arbitration or Batch Arbitration proceeding. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Strike agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
(g) Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the United States and will be selected by the parties from AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then AAA will appoint the arbitrator in accordance with AAA Rules, provided that if the Batch Arbitration process under subsection (j) is triggered, AAA will appoint the arbitrator for each batch.
(h) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section, including the enforceability, revocability, scope, or validity of this Section or any portion of this Section, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about payment of arbitration fees shall be decided only by a court of competent jurisdiction; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction; and (4) all Disputes about which version of this Section applies shall be decided only by a court of competent jurisdiction. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of these Terms.
(i) Attorneys' Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Strike needs to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the pre-arbitration dispute resolution process described in subsection (c) above, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
(j) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Strike agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Strike by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), AAA shall (1) administer the arbitration demands in batches of one hundred (100) Requests per batch (plus, to the extent there are less than one hundred (100) Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").
All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise AAA, and AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Strike.
You and Strike agree to cooperate in good faith with AAA to implement Batch Arbitration, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this subsection.
(k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Strike makes any future material change to this Section, it will notify you. Your continued use of the Services, including the acceptance of products and services offered by Strike following the posting of changes to this Section, constitutes your acceptance of any such changes.
You may receive information about us, our affiliates, and the Services that is not known to the general public or is marked or identified as “Confidential” or “Proprietary” (“Confidential Information”). You agree that (i) all Confidential Information will remain our exclusive property, (ii) you will use Confidential Information only as is reasonably necessary for your use of the Services, and (iii) you will not otherwise disclose Confidential Information to any other person. For the avoidance of doubt, where required by applicable law, rule or regulation or requested by an Authority, Strike may provide reporting or other information to Authorities relating to activities or Transactions, including suspicious activity or reportable Transactions. For these purposes “Authority” includes any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory, law enforcement, or other authority or organization, including national, federal, state, and local regulators, central bank, and any applicable taxation or revenue authority.
(a) Governing Law. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 (Arbitration Agreement), the exclusive jurisdiction for all disputes that you and Strike are not required to arbitrate will be the state and federal courts located in New Castle County, Delaware, and you and Strike each waive any objection to jurisdiction and venue in such courts.
(b) Assignment. You may not assign or transfer these Terms (or any rights or obligations under these Terms), by operation of law or otherwise, without Strike’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Strike may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
(c) Notice. Any notices or other communications provided by Strike under these Terms will be given by email at the address provided by you, or by such other method deemed appropriate by us.
(d) Waiver of Rights. Failure to enforce any right or provision of these Terms is not a waiver of such right or provision, and all waivers must be in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
(e) Downtime and Maintenance. The Services may be periodically unavailable during scheduled or unscheduled downtime. Strike is not liable for any inconvenience or losses as a result of such downtime or maintenance.
(f) Force Majeure. Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, fires, natural disasters, telecommunication, utility, or power failures, equipment failures, non-performance by a vendor or supplier, labor disruptions, strikes, riots, blackouts, embargoes, pandemics, and war).
(g) Translations. These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.
(h) Entire Agreement. These Terms incorporate the applicable Policies by reference and represent the entire agreement between the parties with respect to its subject matter and supersedes any previous or contemporaneous oral or written agreements regarding the Services. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms). In the event that any term, condition, or other provision (i) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (ii) related to any online registration, purchase order, or other questionnaire, or (iii) related to any invoicing process that you submit or require us to complete is inconsistent with these Terms, these Terms will control.
(i) Interpretation. For purposes of these Terms, (a) the words “include,” “includes”, and "including" are deemed to be followed by the words "without limitation"; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, these Terms; (y) to an agreement, instrument or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties drafted these Terms without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(j) No Legal, Tax, or Investment Advice. You understand and agree that Strike and its affiliates do not provide legal, tax, investment, or other advice.