Levee, Inc. - Terms Of Service

Last Updated: December, 2015

Please read these Terms of Service ("Terms", “Terms of Service”) carefully before using the www.getlevee.com website and any related websites or platforms, and all other online products and services (collectively, the "Service") of Levee Inc. ("Levee", "we", "us" or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with all of the terms below. Please read all of the terms before you use the Service. If a term does not make sense to you, please let us know. If you don't agree to all of the terms below, you may not access the Service. This Agreement is entered into between you and Levee. If you have been provided access to the Service through your relationship with a third-party company, you acknowledge that such company is not a party to this Agreement.

Plaid's Terms of Service


Please note that this Terms of Service includes that of Plaid's, a 3rd-party service provider that interfaces with financial institutions, and can be found here: Plaid Terms of Service.

Changes


We reserve the right, at our sole discretion, to modify or replace these Terms at any time. For example, we may change these Terms if we come out with a new feature. If we make changes, we will let you know by revising the date at the top of the policy and, in some cases, provide you with additional notice (such as sending you an email notification). Any changes we make to these Terms will be effective when we post them. If you use the Service after we have posted the changed Terms, then you have accepted the changes to these Terms.

Privacy Policy


For information about how we collect, use and share information about you via the Service, please see our Privacy Policy.

Description of the Service


Levee provides a platform to help independent contractors and others manage various aspects of their independent business, income and expense tracking, non-professional tax guidance and by offering community discussion forums. Levee also facilitates for users to pass their expense tracking information and tax documents to Levee tax professionals to help them prepare their returns. Through the Services, you can access, and post Content to, our platform and related services. "Content" includes any materials that you or other Users post to our Service, including articles, photos, videos, discussion posts, income and expense information, and other information about your or another User’s business, company or professional services. The Services may also enable you to comment upon certain Content that our other Users have posted to the Service. Further, the Services may also provide you with access to features and content that are provided by Levee. For more information about the Service, please contact us at [email protected]

Right to Use the Service


On the condition that you fully comply with these Terms, Levee grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Service. Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Service; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Service; (c) disassemble, decompile or reverse engineer any of the software components of the Service; (d) copy, frame or mirror any part of the Service; (e) interfere with or disrupt the integrity or performance of the Service; or (f) attempt to gain unauthorized access to the Service or its related systems or networks.

Creating an Account with Levee


When you create a member account, you agree to maintain the security of your password and accept all risk that someone may access your account without your permission. As a user you are also aware that a compromised password can lead to your sensitive and personal information being leaked. If you discover or suspect any Service security breaches, please let us know as soon as possible. You represent and warrant to us that all information that you provide in connection with your account is accurate, truthful, current and complete. Levee reserves the right to deny, deactivate, or terminate any account at our discretion.

Integrating a Bank Account


If you use the portion of our Services that permits you to interact with a third-party bank account via our Services (“Bank Account”), you authorize us or our designated third-party service provider to access your Bank Account via the Services on your behalf and to process Bank Account information via the Services. You represent and warrant that you have the right to access and use any Bank Account and to grant the foregoing authorization.

Prohibited Use of the Service


You may not post and otherwise make available on or through the Service any of the following types of information to the extent it is not otherwise protected by law:

    Content that is libelous, defamatory, abusive, offensive or hateful;
    Private information of any other person (including email addresses, phone numbers, Social Security numbers and financial information);
    Content that is illegal, harmful or offensive or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
    Content that may infringe, misappropriate or violate any intellectual property rights, rights of privacy, rights of publicity or any other rights of others;
    Viruses, corrupted data or other harmful, disruptive or destructive files or code;
    Content that, in Levee’s judgment, is objectionable, may restrict or inhibit another from enjoying the Service or may expose Levee or Users of the Service to harm or liability of any type; and/or
    Content that you are contractually or legally required to keep confidential.

Also, you may not do any of the following in connection with the Service or to other Users to the extent that the conduct is not otherwise protected by law:

    Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service;
    Collect any personal information about other Users;
    Intimidate, threaten, stalk, bully or otherwise harass other Users;
    Post spam or commercial messages through the Service;
    Create an account or any post any Content if you are not over 18 years of age;
    Use automated means to submit or edit Content;
    Use the Services for any illegal or unauthorized purpose or to engage in, encourage or promote any activity that is unlawful or that violates these Terms; and
    Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Service, its Users, or third parties.

Your use of the Service is at your own risk. Levee is not responsible or liable for the conduct of, or your interactions with, any other Users (whether online or offline) or for any related damage or harm. As a provider of interactive services, Levee is not liable for Content or other information exchanged between Users related or incidental to use of the Service. Levee makes no representations, promises, assurances, guarantees, or warranties by virtue of providing the Service regarding the nature of the relationships between the Users, if any. To the extent that any Users have contractual relationships or otherwise with one another, Levee does not become a party to any such relationships by virtue of providing the Service. Although we have no obligation to screen, edit or monitor Content, we reserve the right, and have the discretion, to screen, edit or remove any Content at any time, for any reason and without notice. You represent and warrant that (a) you own and control all of the rights to all Content that you post or that you otherwise have the right to post your Content to the Services; (b) the Content you post is accurate and not misleading; and (c) our use and posting of the Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

Informational Purposes Only


All tools and content provided by Levee via the Services is for your basic informational purposes only. Unless otherwise stated, Levee does not provide professional or legally binding tax, health or legal services. It is up to you in your sole discretion to decide whether or not to utilize the platform provided by Levee. While we offer information and tools to help you manage your business and to facilitate your communications with other contractors and third-party companies, we do not provide professional advice and have no liability for your reliance on any information obtained through your use of the Services (whether provided by Levee or its users). If you elect to use Levee to find outside professional guidance for your taxes, the advice and service you receive on your tax return is between you and the third-party professional—Levee is not responsible for the quality of advice or professional and you may be subject to the tax professional's own Terms and Conditions.

Reporting and Removal


Levee users may report Content to Levee that he/she thinks violates these Terms, and Levee may remove that Content, suspend or terminate the account of the user who made posted the Content and/or take additional action to enforce these Terms against such user. Also, in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Levee has adopted a policy of terminating, in appropriate circumstances and at our discretion, account holders who are deemed to be repeat infringers. We also may, at our discretion, limit access to the Service and terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you think that anything on the Service infringes upon any copyright that you own or control, you may file a notification with Levee’s Designated Agent as set forth below:

Designated Agent: Damien Sutevski

Address of Designated Agent: 215 W 7th Street, Suite 604, Los Angeles, CA 90014

Telephone Number of Designated Agent: available upon request

Email Address of Designated Agent: [email protected]

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent that any material or activity is infringing, you may be liable for any damages, including costs and attorneys' fees, Levee or the alleged infringer incurs because we relied on the misrepresentation when removing or disabling access to the material or activity.

Levee’s Rights


As between you and Levee, all information, materials and content of the Service, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms and other content is owned by Levee or is used with permission. You own all of your Content. However, when you post, link or otherwise make available Content to the Service, you grant us a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content throughout the world in any manner or media, on or off the Service. Levee reserves all rights not expressly set forth in these Terms.

Third Party Materials


We may make third party content or services available on or through the Services as a convenience to our users (for example, links to third party websites) ("Third Party Materials"). Our users may also include Third Party Materials in the Content that they post to the Service. We do not control or endorse any Third Party Materials nor are we responsible for reviewing the accuracy of any Third Party Materials. Your business dealings or correspondence with third parties, and any terms, conditions, warranties or representations applicable to any Third Party Materials, are solely between you and the applicable third party. When you leave our Services, you should be aware that these Terms and all other Levee policies no longer govern your use of other websites and services.

Feedback


Any suggestions, comments or other feedback you give us about the Service will be our confidential information. We are free to use, disclose, reproduce, license, distribute and exploit this feedback as we see fit, without compensation to you or any obligation or restriction because of any intellectual property rights or otherwise.

Relationship with Levee


The relationship between the parties shall only be that of independent contractors. Your use of the Services does not create any other type of relationship between you and Levee, including but not limited to any agency, partnership, joint venture, or employment relationship, or any obligations by Levee to you or any other User except as otherwise expressly stated in these Terms or other written agreement signed by an authorized agent of Levee.

Disclaimers


THE SERVICE AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) ARE PROVIDED TO YOU ON AN AS-IS OR AS-AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.

Limitation of Liability


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL LEVEE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR TO THE SERVICES OR ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (INCLUDING THIRD PARTY MATERIALS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, BY STATUTE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES OR ARE AWARE OF THE POSSIBILITY OF THESE DAMAGES; AND (B) THE AGGREGATE LIABILITY OF LEVEE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF LEVEE’S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY AMOUNTS PAID BY YOU TO LEVEE FOR THE SERVICES.

Indemnification


You will defend, indemnify, and hold us harmless from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or violation (or alleged violation) of these Terms or the rights of any third party by you or any person using your Levee account.

Changes to the Service


Levee reserves the right in our discretion to review, improve, change or discontinue, temporarily or permanently, the Service and/or any features, information, materials or content on the Service with or without providing notice to you. Levee will not be liable to you or any third party for any changes or discontinuance of the Service or any part of the Service.

Consent to Electronic Communications


By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at [email protected]

Notice for California Users


If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Suspension and Termination


Levee may suspend or terminate your rights to access or use the Service for any reason or for no reason at all and with or without notice at Levee's discretion. All of the terms of these Terms (excluding our license grants to you) will survive any termination or suspension. You may cancel your account at any time by contacting us at [email protected]

Governing Law; Arbitration


PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH LEVEE AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LEVEE.

In the event of any controversy or claim arising out of or relating in any way to these Terms or the Service, you and Levee agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in Los Angeles, California. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and Levee are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, you and Levee intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) will only submit individual claims in arbitration and will not seek to represent the interests of any other person or entity.

If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Los Angeles, California. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.

General


Enforcement of these Terms is solely at Levee’s discretion. Failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void or otherwise unenforceable (including the warranty disclaimers and liability limitations above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. As used in these Terms, "including" means "including (without limitation)." The section headings these Terms and are for reference purposes only and will not affect the meaning or interpretation of these Terms.