Terms of Use

1. Use of the Services

1. 1.1 Eligibility. This is a contract between you and Assembly. You must read and agree to these terms before using the Services. If you do not agree, you may not use the Services. You may only apply for an Account, and use the applicable Services under such Account, if you are a legal entity formed and registered in the United States and can form a binding contract with Assembly. You may only use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations, and you agree not to otherwise do so. Except with respect to access to our Site, any use of or access to the Services for consumer or non-commercial purposes by any individual who is not your employee, contractor, agent, or other individual permitted to use your Account on your behalf ("User") is strictly prohibited and in violation of this Agreement.
2. 1.2 Applying for an Account. Your Account gives you access to certain Services and the demand deposit account ("Deposit Account") and debit cards ("Cards") provided by one of our financial institution providers ("Banking Provider"), and any other functionality that we may establish and maintain from time to time and in our sole discretion. You will need to provide Company information and certain personal information (collectively, "Company Information"), when you apply for an Account. Company Information may include your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of Administrators, Users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information.  We provide Company Information to our Banking Providers and other necessary third-party service providers solely to determine your eligibility for access to certain Services, and do not share user data for any other purposes. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of such Services to you, or close your Account if Company Information is out of date, incomplete, or inaccurate.
3. 1.3 Account Management and Security. You must specify at least one Administrator to manage your Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Users; view transactions and run reports; provide or update Company Information; connect third-party services, and other accounts to your Account; and perform other tasks to manage your Account. You are responsible for any actions or failure to act on the part of Administrators or Users, or those using their credentials to access your Account. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use "strong" passwords (for recommendations on what constitutes a strong password, check the National Institute of Standards and Technology (NIST)) with your Account. You must notify Assembly immediately of any breach of security or unauthorized use of your Account. Assembly will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised.
   
4. 1.4 Prohibitions. You may agree that you will not: (a) use the Account or the Services for any purpose that is unlawful or prohibited by this Agreement; (b) use the Account or the Services for any personal, family, household, or other use that is not related to Company’s business purpose; (c) use the Account or the Services for the benefit of an individual, organization, or country identified on the United States Office of Foreign Asset Control’s Specially designated Nationals List, (d) use the Account or the Services for any third parties unaffiliated with Company, (e) use the Account or the Services to collect any market research for a competing business, (f) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, (g) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Assembly IP, data, files, or passwords related to the Services through hacking, password or data mining, or any other means; (h) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services; (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Services; (j) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express, written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and (k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
   

2. Our Proprietary Rights

1. 2.1 License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Assembly reserves all rights not expressly granted herein in the Services and the Assembly IP (as defined below). Assembly may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Assembly IP"), and all Intellectual Property Rights related thereto, are the exclusive property of Assembly and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Assembly IP. Use of the Assembly IP for any purpose not expressly permitted by this Agreement is strictly prohibited.
2. 2.2 You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Assembly under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Assembly does not waive any rights to use similar or related ideas previously known to Assembly, or developed by its employees, or obtained from sources other than you.
3. 2.3 For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
   

3. Site Data and Privacy. By using the Services, you grant Assembly a non-exclusive, royalty-free, license during the Term to collect, use, disclose, combine, transmit, format, and display Company Information, personal information, and any other information submitted by Company through the Services (collectively, "User Content"), for the purposes provided in the Privacy Policy. Additionally you grant Assembly the right to aggregate data we collect from your use of the Services ("Site Data") and use such Site Data for our business purposes. You also acknowledge and agree that by using the Services, User Content and Site Data will be collected, used, transferred to and processed in the United States. Assembly uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Company Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use User Content for improper purposes. You acknowledge that you provide User Content at your own risk. Your use of the Deposit Account and Cards is subject to the privacy policies of our Banking Providers.
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4. Third-Party Links and Information.  The Services may contain links to third-party materials that are not owned or controlled by Assembly. Assembly does not endorse or assume any responsibility for any such third-party services, information, materials, products, or Services. If you access a third-party website, application or service from the Services, you do so at your own risk, and you understand that this Agreement and Assembly’s Privacy Policy do not apply to your use of such third-party services. You expressly relieve Assembly from any and all liability arising from your use of any third-party websites, applications, services, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Assembly shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
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5. Payment Services. Certain additional terms set forth in this Section 5 apply to the payment services, including funds transfer and foreign exchange services, we offer to you (the "Payment Services") and is between you, Assembly, and Assembly’s financial services partners (the "Payment Service Providers"). This Section 5, in addition to being a constituent part of this Agreement, is a supplement to, and is hereby incorporated by reference into the Deposit Account Agreement between you and the Banking Provider(s) listed in your Deposit Account Agreement. The Payment Services are provided by the Payment Service Providers, and not by Assembly. To use the Payment Services, you must accept the terms of this Agreement, any terms and conditions provided by the Payment Services Providers and linked herein, and any changes to this Agreement made from time to time by Assembly or the Payment Service Providers. Your use of the Payment Services is also subject to your continued compliance with this Agreement and the Banking Provider agreements.

1. 5.1 Reliance on Instructions. You hereby authorize us and the Payment Services Providers to act and rely upon any instructions received from you related to the Payment Services. In using the Payment Services, you may be presented the option to pay additional fees for certain premium or designated processing of transactions, and upon agreeing to such fees, you hereby authorize us to debit your account accordingly. You hereby release us from any claims, fees, or costs of any kind that may result from our reliance upon your instructions.
2. 5.2 Foreign Exchange Transfers. To transfer funds in another currency, you must: (a) provide us the date on which you would like your transfer to occur, and the dollar amount of the transfer; and (b) authorize us to debit your Deposit Account in the amount of the transfer. If the debit is successful, you will receive a receipt specifying the amount of the transfer. We will attempt to transmit the funds on the date you specify in your transfer instructions. Funds that cannot be delivered to their destination will be returned to your Deposit Account. Any such return may result in another currency exchange at the prevailing rates, and a reduction of the amount returned compared to the original amount sent. Assembly may, at its discretion, attempt to reach you regarding any return prior to completing the return, to provide any available alternative return or resubmission options to you. When this occurs, Assembly may rely on and modify your original payment instructions based on these communications. Foreign exchange transfers are “Foreign Exchange Services” that are provided by “Foreign Exchange Providers”.
3. 5.3 Fees. The Foreign Exchange Providers will not charge you any fees in connection with the Foreign Exchange Services. All Foreign Exchange Services fees are determined by Assembly in our sole discretion and will be set forth in your Account. The Foreign Exchange Providers may receive interest on amounts they hold on your behalf. You hereby assign all rights, interests and claims in any such interest amounts to the Foreign Exchange Providers.
   
4. 5.4 Errors and Disputes. The Payment Services are commercial in nature and we do not provide any consumer protections for unauthorized or erroneous transfers or transactions. Once funds have been withdrawn from your Deposit Account or once a payment order has been completed, you are solely liable for any losses you may incur that result from the Payment Service Providers carrying out your instructions. If you think a transfer or an order was made in error or was not authorized by you, please contact [email protected].
   
5. 5.5 Compliance. You may not use the Payment Services to make transfers for personal, family or household use or to use the Payment Services for speculative or investment purposes. If we believe that you have used the Payment Services in any manner unauthorized by the Agreement, we, Foreign Exchange Providers and Payment Service Providers reserve the right to close, suspend, or otherwise limit your access to the Services. We, Foreign Exchange Providers and Payment Service Providers may also freeze, return, or reclaim Payments. If necessary, we may update your information provided to third parties, or contact your bank, other users of the Services, law enforcement, or any other third parties. We reserve the right to deny access to the Services to you or any affiliates following unauthorized use of the Services. You agree that we have the right to audit or otherwise review your compliance with this Agreement and your use of the Services, and agree to provide reasonable access to such books, records, personnel and properties, at your expense, as we may request from time to time in writing in advance.
   
6. 5.6 Privacy. The Payment Service Providers will receive data when you use the Payment Services. The Payment Service Providers will treat your data and protect your privacy in accordance with their respective privacy policies.
   
7. 5.7 Payment Service Providers. By using the Payment Services, you agree to be bound by the terms and conditions of our Payment Services Providers, which will be presented to you within the Assembly Services, on https://www.assembly.town/, or otherwise.
   
8. 5.8 Taxes and Payments. You agree that you are responsible for any taxes that result from your use of the Services. You also agree that you are responsible for any other monetary liability, including but not limited to fees, fines, and penalties, arising from your use of the Services or a breach of this Agreement. In addition to your other duties of indemnification hereunder, you agree that you will reimburse Assembly or any other third party for this monetary liability. Should you owe funds to Assembly, we reserve the right to collect these funds by initiating a transaction through a funding or payment method you have previously selected, or any other available means. We may also pursue debt collection efforts and/or other legal means to recover amounts you owe us, and you agree to indemnify and reimburse us for all costs of such collection.
   

6. Representations and Warranties. You hereby represent, warrant, and covenant that:

1. 6.1 You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and
2. 6.2 You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and

7. Indemnity. You agree to defend, indemnify and hold harmless Assembly and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Providers, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code; or (g) any claim, proceeding or loss (including the advancement of reasonable attorney’s fees) made or brought against Assembly, or in which Assembly is otherwise involved, named or to which Assembly is subject, relating to any internal governance matters relating to Customer.
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8. No Warranty. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASSEMBLY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ASSEMBLY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. ASSEMBLY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ASSEMBLY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASSEMBLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL ASSEMBLY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSEMBLY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ASSEMBLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ASSEMBLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. Term and Termination.  This Agreement is effective when you start using our Services and continues until terminated by either you or us, or in accordance with the Banking Provider Agreements or as otherwise set forth in this Agreement (the "Term"). You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account, for any reason or for no reason, at any time, with or without notice to you. 

11. Changes to this Agreement. This Agreement is effective as of the Last Modified date stated at the top. We may change this Agreement from time to time. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement on a regular basis.
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12. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.

1. 12.1 Governing Law. You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 10.2, you agree that the federal or state courts located in Los Angeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.
2. 12.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ASSEMBLY. For any claim, dispute, or controversy with Assembly (a "Claim"), you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Assembly has not been able to resolve a dispute it has with you after sixty (60) days, such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Claim immediately after commencement of the arbitration. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Assembly, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
3. 12.3 Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Claims between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Claim to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. Downloading the App. We make the App available through the Google Play Store or Apple App Store. The following terms apply to the App when accessed through or downloaded from the Apple App Store where the App may now or in the future be made available. You acknowledge and agree that:

1. 13.1 These Terms of Use are between you and Assembly, and not with Apple, and Assembly (not Apple) is solely responsible for the App. Apple has no obligation to furnish any maintenance and support services with respect to the App.
2. 13.2 In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Assembly.
3. 13.3 Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
4. 13.4 In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Assembly will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
5. 13.5 Apple and its affiliates are third-party beneficiaries of this Agreement as related to your license to the App, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.
6. 13.6 You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) you are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and (iv) you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.
7. 13.7 You must also comply with all applicable third party terms of service when using the App.

14. General

1. 14.1 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Assembly without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
2. 14.2 Notification Procedures and Changes to the Agreement. Assembly reserves the right, at any time and without prior notice, to modify, alter or update this Agreement. The date of the most recent revision will appear on this page. Your continued access to the Site and use of the Services by you will constitute your acceptance of any changes or revisions to this Agreement. Assembly also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Site, which may be posted in the relevant parts of the Site, and will be identified. Your continued use of the Services constitutes your agreement to comply with these additional rules.
3. 14.3 Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Assembly in connection with the Services, shall constitute the entire agreement between you and Assembly concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
4. 14.4 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Assembly’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
5. 14.5 Legal Orders. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
6. 14.6 Survival. Sections 1.3 (Account Management and Security), 2 (Our Proprietary Rights), 3 (Site Data and Privacy), 5 (Representations and Warranties; Indemnification), 6 (No Warranties), 7 (Limitation of Liability), 8 (Term and Termination), 10 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), and this Section 12 (General); and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.

15. The Davis-Stirling Common Interest Development Act (California Civil Code §§ 4000 – 6150) (the “Davis-Sterling Act”) provides for various obligations and requirements that apply to the “managing agent” of an HOA.  ASSEMBLY IS NOT A MANAGING AGENT.  A “managing agent” is defined under the Davis-Stirling Act as “a person who, for compensation or in expectation of compensation, exercises control over the assets of a common interest development.”  Assembly does not exercise control over the assets of a common interest development.  Instead, users and customers of Assembly exercise such control over such assets through the instructions and directions that they provide through the Assembly platform.  For the avoidance of doubt, Assembly has no discretion, ability or authority to use, spend, allocate, or otherwise influence or control the assets of any common interest development.  By using the Assembly services and platform, you acknowledge and agree that Assembly does not exercise control over the assets of a common interest development, and agree indemnify and hold harmless Assembly from any claim, loss, or expense arising from any investigation, finding, order, statute, regulation, or proceeding related to Assembly’s characterization, or potential characterization, as a “managing agent”, as defined in the Davis-Sterling Act, in relation to your account, your use of the platform, or your interactions or relationship with Assembly.
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16. By providing your phone number via our webform, you consent to receive SMS communications from us. This consent is obtained directly from you and cannot be transferred to any third parties.