LIENWAIVERS.IO TERMS OF SERVICE

PLEASE READ OUR TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE LIENWAIVERS.IO WEBSITE AND SERVICES. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF LIENWAIVERS.IO, OUR WEBSITE, HTTPS://LIENWAIVERS.IO/, AND ANY OF OUR SERVICES.

Effective: November 8, 2017

Section 1: Introduction.

Lienwaivers.io and the Lienwaivers.io SaaS software provide the construction industry with a variety of services, including but not limited to a cloud-based system to facilitate and manage the lien waiver process. All lien waiver transactions using the Lienwaivers.io SaaS software are made directly between the Subscriber and the Subcontractor. Lienwaivers.io is not a party to any lien waiver transactions conducted through the Services. Lienwaivers.io is not responsible for any Content or information uploaded by Users to the Software, and makes no representations or warranties regarding the same. Lienwaivers.io does not endorse, support, represent, or guarantee the completeness, accuracy, or reliability of any Content.
Section 2: Definitions
Throughout this Agreement, all terms defined above will have the meanings assigned to them therein, and the terms below will have the following meanings:

(a) Content” means any User’s documents, text, graphics, proprietary information, or other materials uploaded or downloaded using the Services or otherwise appearing on the Site, including any lien waiver documentation.

(b) “Lienwaivers.io” means Lienwaivers.io, LLC, an Iowa limited liability company, with its principal office at 700 4th Street, #210, Sioux City, IA 51101.

(c) Services” means all websites, software, applications, and other services offered by Lienwaivers.io, including but not limited to those found at https://lienwaivers.io/. The Services shall include

  1. the services related to the Permitted Uses; and
  2. the hosting of User’s Content on Lienwaivers.io’s servers or the servers it controls.

(d) Site” means the website found at https://lienwaivers.io/, and all pages and subdomains related thereto.

(e) Software” means the Lienwaivers.io SaaS software used to provide the Services.

(f) “Subcontractor” means a User that that is not a Subscriber.

(g) “Subscriber” means a User that subscribes, creates a User Account, and pays for the Services.

(f) Terms” means this Agreement, Privacy Policy, any user guidelines or rules posted on the Site, and any other document referenced or incorporated herein.

(g) User” means any person or entity that creates a User Account on the Site or otherwise utilizes the Services, including both Subscribers and Subcontractors.

(h) User Account” means a User’s account created on the Site which includes personal, contact, and other information requested by Lienwaivers.io related to the User or as required to utilize the Services.

Section 3: License, Uses, and Ownership

3.1. Grant of License. Lienwaivers.io shall grant to each User a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services in the United States of America solely for the following purposes (the “Permitted Uses”), subject to the User’s compliance with the Terms:

(a) to integrate the User’s accounting software with the Software;

(b) to create, send, sign, and print lien waivers; and

(c) to track the status of pending and received lien waivers.

3.2. Prohibited Actions. In addition to any other activity which Lienwaivers.io decides and informs Users is inappropriate (all in Lienwaivers.io’s sole discretion), the User shall not use the Services for the following purposes (the “Prohibited Actions”):

(a) To permit any third party to access the restricted sections of the Site or Services except as permitted herein.

(b) To modify, reverse engineer, decompile, or otherwise attempt to discover or copy the software used to provide the Services.

(c) To create derivative works based on the software used in the Services.

(d) To copy, frame, mirror, or reproduce any part or content of the Services.

(e) To exploit any bugs to use the Software, Site, or Services for any purpose that is not a Permitted Use.

(f) To use the Software or Site to send unsolicited communications.

(g) To use or access the Services with the purpose of (i) building a competitive product or service, or (ii) copying any features, functions or graphics of the Software.

(h) To use the Services in any manner that could damage, disable, overburden, or impair the Services or another User’s use of the Services.

(i) To remove, obscure, or change any copyright, trademark, hyperlink, or other proprietary rights notices contained in the Services.

(j) To submit Content that materially false or misleading.

(k) To submit Content that falsely expresses or implies that the content is approved of or endorsed by Lienwaivers.io.

(l) To use the Services to violate the security of any network or to transfer or store any illegal material in violation of any law, including intellectual property laws.

(m) To misrepresent or otherwise disguise the source of Content that you upload using the Service, including by using an alias, disguising the source IP address of the uploaded Content, or similar processes and behaviors.

(n) To use the Services to steal or infringe upon any other Users intellectual property rights in their Content.

3.3. Ownership and Use of Content. Lienwaivers.io acknowledges that Content, even though hosted under the Terms, is the property of the User who uploads, submits, displays, or otherwise makes it available using the Service. Notwithstanding the foregoing, Lienwaivers.io may

(a) use Content to improve its Software, Site, processes, and Services;

(b) display Content to other Users subject to the Terms and as contemplated by the structure and purpose of the Services;

(c) use Content and gather information as permitted by the Privacy Policy; and

(d) use Content as otherwise necessary to provide the Services.

(e) use Content to market or advertise the Services.

3.4. Ownership of the Services. The Terms provide access to and use of the Site and the Services and provides for the hosting of all Content for the purpose of providing the Services to all Users. However, the Terms do not constitute a sale of any title or interest in any Software. Such Software and all proprietary and intellectual property rights contained or incorporated therein are expressly reserved to and shall remain the sole and exclusive property of Lienwaivers.io.

Section 4: Fees and Payments

4.1. Amount of Fees; Refunds. Each Subscriber agrees to pay the standard fees as set forth on the Site for the Services that such Subscriber selects, which shall be collected as provided in Section 4.3. All fees are subject to change by Lienwaivers.io. Refunds will be processed in the manner set forth on the Site. Refunds are not guaranteed. Our pricing and refund policies may be found at https://lienwaivers.io/.

4.2. Payment Processors and Systems. To engage in any financial transaction using the Services, a Subscriber must have current and valid billing information on file with Lienwaivers.io using a permitted payment method. Lienwaivers.io reserves the right to add or remove any particular payment processor or method. Your use of a particular payment processor is subject to the terms and conditions set forth by such permitted payment processors and may be changed by such permitted payment processors.

4.3. Payment of Fees. Lienwaivers.io will bill a Subscriber for any fees earned every thirty (30) days, and each Subscriber hereby agrees to allow Lienwaivers.io to collect such fees using APIs and other tools provided by Lienwaivers.io’s permitted payment processors. If Lienwaivers.io’s fee is not collected using a permitted payment processor for any reason, then you shall pay such fee to Lienwaivers.io immediately upon receiving an invoice from Lienwaivers.io for such amount.

Section 5: Responsibilities and Promises of Lienwaivers.io

5.1. Availability of Services and Support. Lienwaivers.io endeavors to provide a useful and enjoyable experience for Users, and attempts to provide FAQ’s and/or other support to ensure that Users are able to effectively use the Services. However, the software used to provide the Services is constantly being updated and modified. THEREFORE, LIENWAIVERS.IO MAKES NO WARRANTY REGARDING THE AVAILABILITY OF THE SITE OR SERVICES, OR ANY OTHER PROMISE REGARDING UPTIME, MINIMUM LEVEL OF SERVICE, OR CUSTOMER SUPPORT TO ANY USER RELATED TO SUCH USER’S USE OF SERVICES. Lienwaivers.io provides the Services on an “as-is” basis, without any warranty or condition.

5.2. Warranty of Services. Lienwaivers.io is licensed by the State of Iowa as a closing agent. Lienwaivers.io is not a bank or money transmitter. LIENWAIVERS.IO PROVIDES THE SERVICES ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTY OR CONDITION. All warranties of merchantability and fitness for a particular purpose are expressly disclaimed. Lienwaivers.io shall not in any case be liable for special, incidental, consequential, exemplary, indirect, or other similar damages incurred by any person related to the use of our Services, even if advised of the possibility of such damages or such claims.

5.3. Security. Except to the extent permitted by the Terms, Lienwaivers.io will attempt to maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Content from third parties. Except to the extent permitted by this Agreement and the Privacy Policy or otherwise required to provide the Services contemplated by this Agreement, expressly or by implication, Lienwaivers.io shall not (a) modify Content or (b) disclose Content except as permitted by the Privacy Policy. Lienwaivers.io is unable to guarantee that a software glitch, hacker attack, or other circumstance will not cause an unauthorized disclosure or the destruction of Content. User acknowledges and agrees that Lienwaivers.io shall not be liable for such unauthorized disclosures or destruction.

5.3. Privacy Policy. Lienwaivers.io shall comply with the Privacy Policy, as provided on the Site. The Privacy Policy is expressly incorporated herein by this reference.

Section 6: Responsibilities and Promises of Users

6.1. No Unauthorized Use. Users shall only use the Services, in compliance with the Terms, for the Permitted Uses. User shall promptly notify Lienwaivers.io of any unauthorized use of, or access to, the Site or the Services of which it becomes aware, and shall cooperate with Lienwaivers.io to prevent or minimize such misuse. User shall not engage in any Prohibited Action.

6.2. Content.

(a) Warranties. User represents and warrants that:

(i) it has all rights necessary to upload the Content and permit Lienwaivers.io to display the Content; and

(ii) no Content is false or materially misleading.

(b) Third Party Rights. The User shall not upload Content if the uploading will constitute a violation or infringement of any third parties’ right or interest in such Content.

(c) Reliability. User is solely responsible for ensuring the accuracy of all Content, including ensuring the accuracy of submitted account information, transfer amounts, and that the contact information for the Subcontractor is directly connected to a person authorized to execute a lien waiver on behalf of that Subcontractor. User shall acknowledge and agree that it has not relied upon Lienwaivers.io regarding the accuracy of any Content, and that Lienwaivers.io does not endorse, support, represent, or guarantee the completeness, accuracy, or reliability of any Content.

6.3. Protection of Trade Secrets; Confidentiality.

(a) Confidential Information. User shall acknowledge that

(i) the Services contain trade secrets owned by Lienwaivers.io, including the specific design, structure, and logic of the individual software programs, in addition to certain other information that is confidential and proprietary; and

(ii) some Content accessed by the use of the Services is owned by, and may constitute the confidential and proprietary information of, other Users (together, the “Confidential Information”).

(b) Protection of Confidential Information. User shall keep the Confidential Information in strict confidence and use the Confidential Information solely pursuant to the Terms. User shall not disclose Confidential Information to any third party except User’s agents, employees, and consultants on a need to know basis. Notwithstanding anything to the contrary herein, User shall not be prohibited from using or disclosing information which is already available to the public as of the date of this Agreement or becomes publicly available through no fault of the User or its employees or agent, or is already known to the User as shown by pre-dated written records.

(c) Remedies. User shall acknowledge that any breach of Section 6.3 will cause irreparable harm to Lienwaivers.io and/or the User who uploaded the disclosed Content and will entitle Lienwaivers.io and/or the harmed User, as an intended third party beneficiary of this Section 6.3, to avail itself of any and all remedies at law and/or equity, including but not limited to injunctive relief and specific performance, without any obligation to post bond.

(d) Notice. If User is compelled by force of law to disclose any Confidential Information, User shall provide Lienwaivers.io and the affected other Users prompt notice of such compelled disclosure to permit such affected Users the opportunity to challenge such disclosure (to the extent legally permitted).

(e) Destroy upon Request. Upon the request of Lienwaivers.io or another User who uploaded Content in the User’s possession, User shall promptly destroy any and all Content belonging to such other User without retaining any copies or excerpts thereof.

6.4. Maintain Accurate User Information. User shall provide information related to its User Account that is true, accurate, and complete. The User shall update all User Account information and ensure that all such information is true and correct at all times.

6.5 Authorizations. By uploading payment information to the Services, you automatically authorize Lienwaivers.io to withdraw and/or transfer the applicable funds from your designated funding account (the “Funding Account”) and to make all payments to all applicable Subcontractors or other parties as provided in the uploaded Content. Upon receipt of the payment information from the User, Lienwaivers.io will, depending on the arrangement between Lienwaivers.io and the User, either utilize a Clearing Account (as defined below) or act as a third-party originator. If Lienwaivers.io uses a Clearing Account, then, upon receipt of the payment information, Lienwaivers.io will initiate an ACH withdrawal of funds from your Funding Account, deposit those funds in a Clearing Account (as defined below) and send the Subcontractor(s) lien waivers to be executed. Upon receipt of the executed lien waiver, Lienwaivers.io will transfer the funds from the Clearing Account to the Subcontractor as detailed in the uploaded Content or other payment instructions transmitted to Lienwaivers. If Lienwaivers.io acts as a third-party originator, then Lienwaivers.io will not use a Clearing Account and will instead create an ACH file that, upon Lienwaiver.io’s receipt of an executed lien waiver, will transfer the payment funds directly from the User’s Funding Account to the Subcontractor’s account.

Lienwaivers.io may not necessarily request any additional authorization from User prior to transferring the funds to the Subcontractor. Once the User uploads the Content, including the payment information, to Lienwaivers.io, Lienwaivers.io shall have no liability for carrying out the requested payments to the Subcontractors unless the User complies with the authorization revocation procedure set forth in this Section.

6.6 Revocation of Authorizations. If a User wishes to revoke the authorization for Lienwaivers.io to send a payment to a certain Subcontractor, then the User must provide Lienwaivers.io with written notice of the authorization revocation at least 72 hours, excluding weekends and holidays, before the time that Lienwaivers.io receives the signed lien waiver from that Subcontractor. If a User provides written notice of an authorization revocation, but Lienwaivers.io receives the executed lien waiver less than 72 hours later, then Lienwaivers.io shall have no liability for making the payment in accordance with the originally uploaded Content. If you request Lienwaivers.io to stop or reverse a payment that is already in process, Lienwaivers.io does not guarantee that such payment can be stopped or reversed and Lienwaivers.io and/or the processing bank may impose fees for attempting to stop payment.

6.7 Timing and Waiting Period.

A User must have sufficient available funds in its Funding Account by 7:00 p.m. Central Standard Time on the day that the User submits payment information to the Services.  If you submit payment instructions to the Services and Lienwaivers.io attempts to withdraw the funds from your Funding Account and is unable to do so due to a lack of available funds, then Lienwaivers.io may impose an ACH Return Fee of up to $59.00.

If Lienwaivers.io receives a signed lien waiver by 10:30 a.m. Central Standard Time and the payment amount associated with that waiver is less than $25,000.00, then Lienwaivers.io will make efforts to pay that amount to the Subcontractor the same day the lien waiver is received by Lienwaivers.io. In all other circumstances, the payment will be processed the next business day.

Lienwaivers.io may impose a waiting period of up to ten business days between the time the User provides the funds to Lienwaivers.io and the time that Lienwaivers.io sends the funds to the Subcontractor in order to ensure that the funds have cleared. Lienwaivers.io shall not be liable for any delay in any payment or lien release which results from the imposition of such waiting period under this Section.

6.8. Clearing Funds and Reserves

Except for those instances when Lienwaivers.io acts as a third-party originator (described above), all funds received from a User which are intended to be paid to a Subcontractor upon receipt of a signed lien waiver are held in pooled clearing accounts (the “Clearing Accounts”) with one or more financial institutions. Lienwaivers.io will make transfers to and from the Clearing Accounts in the manner described in these Terms. You have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

In certain circumstances, Lienwaivers.io may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). Lienwaivers.io may impose a Reserve on you for any reason if we determine that the risk of loss to Lienwaivers.io or other Users is higher than normal. If Lienwaivers.io imposes a Reserve, it will establish the terms of the Reserve and provide you notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. Lienwaivers.io may change or condition the terms of the Reserve based on its continuous assessment and understanding of the risks associated with your account, funds, and payment instructions, for any reason.

6.9 Subcontractor Representations. In addition to any other representations or warranties contained herein or in the applicable lien waiver, all Subcontractors executing a lien waiver transmitted through the Services represents and warrants that the person signing the lien waiver is an authorized representative of the Subcontractor with the legal capacity to waive the Subcontractor’s ability to assert any lien of any kind with respect to the applicable services provided to or on behalf of the Subscriber.  

Section 7: Limitation of Liability; Indemnity.

7.1 Limitation of Liability. IN NO EVENT SHALL LIENWAIVERS.IO, ITS EMPLOYEES, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE SERVICES, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

LIENWAIVERS.IO’S LIABILITY, AND THE LIABILITY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, OR OTHER REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (I) $100 OR (II) THE AMOUNT OF FEES PAID BY YOU IN THE SIX MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

7.2 Indemnity. THE USER SHALL INDEMNIFY AND HOLD HARMLESS LIENWAIVERS.IO, ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR OTHER REPRESENTATIVES FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY ARISING FROM OR RELATED TO YOUR BREACH OF THE TERMS OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

Section 8: Term.

8.1. Term. The Agreement shall take effect upon acceptance by the User pursuant to the on-line registration and/or acceptance process and shall remain effective until terminated pursuant to Section 8.2.

8.2 Termination. The Agreement may be terminated (i) by User deleting all Content it has uploaded using the Service and/or deactivating its User Account, (ii) by Lienwaivers.io delivering written notice to User at the email address provided during registration, deleting all Content, and deactivating the User’s User Account, or (iii) as otherwise permitted through the Site and such User’s User Account.

8.3. Effect of Termination. Upon termination of the Agreement, User shall have no right to continue to access or use the Services. Sections 3.2, 3.3, 3.4, 5.3, 6, and 7 shall survive the termination of the Agreement.

Section 9: Copyright Policy

Lienwaivers.io respects the intellectual property rights of others and complies with safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Services or Software in a way that constitutes copyright infringement may notify Lienwaivers.io’s designated copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notifications of claimed infringement should be forwarded to Lienwaivers.io’s designated agent as follows:

Troy F. Meyerson

500 Energy Plaza

409 South 17th Street

Omaha, NE  68102-2663

After receiving a valid DMCA notification of claimed infringement, we will process and investigate the claim and will take appropriate actions under the DMCA, including expeditiously removing or disabling access to any material claimed to be infringing or claimed to be the subject of infringing activity. We will take reasonable steps promptly to notify the user who submitted the material that we have removed or disabled access to such material.

Counter-Notification. If you posted or submitted material to Lienwaivers.io which Lienwaivers.io removed or disabled access to pursuant to a DMCA notification of claimed infringement, and you believe your material is not infringing and the material was removed or disabled as a result of a mistake or misidentification, you may send a counter-notification containing the following information in writing to Lienwaivers.io’s designated agent listed above:

  1. Your physical or electronic signature
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled
  3. A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which Lienwaivers.io may be found, and that you will accept service of process from the person who provided the notification of claimed infringement or an agent of such person.

If a valid counter-notification is received by our designated agent, we will send a copy of the counter-notification to the original complaining party informing that person that we will replace the removed material or cease disabling access to it in 10 business days. Unless our designated agent first receives notice from the original complaining party that such party has filed an action seeking a court order to restrain the alleged infringement, we will replace or restore access to the material in 10 to 14 business days after our designated agent’s receipt of the counter-notification, at our sole discretion.

Lienwaivers.io reserves the right, in its sole discretion, to terminate accounts for users that are deemed to be repeat copyright infringers.

Section 10: Third-Party Services.

The Services may use or provide access to one or more third-parties to process payments, process account or user registrations, provide notarization services, or provide other services. Your interactions with any of these third-parties is controlled by the terms and conditions imposed by those third-parties. Any disputes arising regarding a third-party’s services must be resolved directly between user and the third-party. Lienwaivers.io disclaims all warranties or representations regarding any third-party services.

For example, if you wish to utilize the notary services offered through the Services, then you must agree to the terms and conditions established by Notarize.com and posted on the Notarize.com website or other applicable webpage. Similarly, the execution of a lien waiver may be facilitated by Hellosign.com or PandaDoc.com and Users must agree to the terms and conditions posted on the Hellosign.com or PandaDoc.com website or other applicable webpage.

Lienwaivers.io, in its sole discretion, and without notice to you or any user, may subcontract any Services to be performed by a third-party.

Section 11: General Provisions

11.1. Merger; No Waiver; Severability. This Agreement constitutes the complete and exclusive Terms between Lienwaivers.io and the Users and supersedes any prior Agreements, either written or oral. If either Lienwaivers.io or User fails to exercise any rights hereunder, it shall not constitute a waiver of such rights. The waiver of any breach or default under this Agreement shall not constitute the waiver of any subsequent breach or default. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable. Headings and organization of the Agreement and other Terms are solely for convenience of the parties and do not constitute a part of the Agreement for any other purpose.

11.2 Remedies; Choice of Law; Jurisdiction and Venue.

(a)  Lienwaivers.io’s Remedies upon User Breach. Without limiting any other remedies contained herein or at law or equity, Lienwaivers.io may, without notice and without refunding any fees, remove any of your Content, issue a warning to you or to other users, terminate your account, and take any other technical or legal steps to prevent you from using the Site or the services if (a) Lienwaivers.io suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) that you have breached this Agreement or any of the other terms and conditions incorporated herein, (b) Lienwaivers.io is unable to verify or confirm your personal information or Content, or (c) Lienwaivers.io believes that you are acting inconsistently with the letter or spirit of this Agreement or Lienwaivers.io’s other policies, you have engaged in improper or fraudulent activity or any kind, or that your actions may cause legal liability or financial loss to Lienwaivers.io or its users.

(b)  Arbitration. IMPORTANT, PLEASE READ. Any controversy or claim arising out of or relating to the subject matter of this contract, or the breach thereof (including any class action claims), shall be settled by binding arbitration in Polk County, Iowa, using the English language administered by the American Arbitration Association under its Commercial Arbitration Rules, by one commercial arbitrator with substantial experience in resolving disputes relating to online services. Judgment upon the award so rendered may be entered in the state and federal courts with jurisdiction over Polk County, Iowa. Notwithstanding the foregoing, each party shall have the right to institute an action for injunctive or other equitable relief in such courts pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Polk County, Iowa. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. The parties agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

(c) Choice of Law. The interpretation and enforcement of this Agreement shall be determined by the laws of the State of Iowa, without regard to such state’s choice of law principles.

(d) Jurisdiction and Venue. Any dispute that is not covered by arbitration (if any) arising from or related to the interpretation, subject matter, or enforcement of this Agreement shall be determined by the state or federal courts located in Polk County, Iowa, and you hereby irrevocable consent to the exclusive jurisdiction and venue of such courts. You hereby waive any and all arguments based on the inconvenience of the venue, including forum non conveniens.

11.2. Force Majeure. Lienwaivers.io shall not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God or other causes beyond Lienwaivers.io’s reasonable control.

11.3. Assignment. Any assignment of this Agreement by either party, without the prior written consent of the other, shall be null and void, of no effect, and constitute a material breach of this Agreement.

11.4. Notices. The parties shall provide any notice required or permitted by the Terms in writing and deliver the notice by email to go@lienwaivers.io for Lienwaivers.io or the email address provided during registration for User.

11.5. Amendments. The Terms may be amended by Lienwaivers.io at any time upon by providing notice to User of such amendment on the Site. Such amendment shall be effective on the later of (i) fifteen (15) days after the first notice or (ii) the date provided in such notice.