PLEASE READ THESE TERMS CAREFULLY. SECTION 15 (DISPUTE RESOLUTION) CONTAINS A MANDATORY ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. SECTION 15.7 EXPLAINS HOW TO OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF ACCEPTING THESE TERMS.
1. Introduction and Acceptance
Welcome to Transactency. These Terms of Service (“Terms”) govern your access to and use of the website located at transactency.com (the “Website”) and, if you are granted access, the Transactency platform (the “Platform”), each operated by Transactency Inc., a Delaware corporation (“Transactency,” “we,” “us,” or “our”).
By creating an account, clicking “I Agree” (or a similar mechanism), or otherwise accessing or using the Website or Platform, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, do not use the Website or Platform.
If you are using the Platform on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and the term “you” refers to that organization.
2. Not a Law Firm; No Legal Advice
TRANSACTENCY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE OR LEGAL SERVICES. USE OF THE PLATFORM DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND TRANSACTENCY OR ANY OF ITS PERSONNEL.
The Platform is a software tool that assists with drafting and managing contract documents. Any contract language, clause recommendations, defined terms, playbooks, summaries, or other outputs generated by or made available through the Platform (collectively, “Outputs”) are provided for informational purposes only and do not constitute legal advice. Outputs are not a substitute for the advice of an attorney licensed in your jurisdiction. You are solely responsible for reviewing, verifying, and adapting any Output before relying on it for any legal, business, or transactional purpose. Laws and regulations vary by jurisdiction and change over time, and the Platform does not analyze or guarantee compliance with the laws applicable to your specific situation. If you require legal advice, you should consult a qualified attorney.
3. Modifications to These Terms
We may modify these Terms from time to time. If we make material changes, we will provide notice by posting the revised Terms on the Website with an updated effective date and, where we have your email address, by sending notice to that address at least thirty (30) days before the changes take effect. Non-material changes (such as clarifications, formatting corrections, or updates to contact information) may take effect upon posting.
If you object to any material change, your sole remedy is to stop using the Website and Platform and, if applicable, to terminate your account before the changes take effect. Your continued use of the Website or Platform after the effective date of any modification constitutes acceptance of the modified Terms.
4. Eligibility
You must be at least eighteen (18) years old and capable of forming a binding contract to use the Website or Platform. By using our services, you represent and warrant that (a) you meet these eligibility requirements, (b) you are not located in, organized under the laws of, or a resident of any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and (c) you are not listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury Office of Foreign Assets Control.
5. User Accounts
Access to the Platform requires creation of an account. When you create an account, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us promptly of any unauthorized use of your account.
We reserve the right to suspend or terminate your account in accordance with Section 14 (Term and Termination).
6. Acceptable Use
You agree to use the Website and Platform only for lawful purposes and in accordance with these Terms. You agree not to:
- Use the Website or Platform in any manner that violates applicable law or regulation;
- Attempt to gain unauthorized access to any portion of the Website or Platform, other accounts, or computer systems or networks connected to our services;
- Use any robot, spider, scraper, or other automated means to access the Website or Platform without our express written permission;
- Interfere with or disrupt the integrity or performance of the Website or Platform;
- Transmit any viruses, malware, or other malicious code;
- Reverse engineer, decompile, or disassemble any aspect of the Website or Platform, except to the extent such restriction is prohibited by applicable law;
- Use the Website or Platform to develop, train, or improve any competing product or service, including by extracting clause libraries, playbooks, or other proprietary content;
- Remove, alter, or obscure any proprietary notices on the Website or Platform; or
- Use the Website or Platform to infringe upon the intellectual property rights of others.
7. Transactency Intellectual Property
The Website and Platform, including all content, features, functionality, software, text, graphics, logos, trademarks, clause libraries, playbooks, and templates, are owned by Transactency or its licensors and are protected by United States and international copyright, trademark, patent, and other intellectual property laws. These Terms grant you no right, title, or interest in or to the Website or Platform except for the limited license to use them as expressly permitted herein.
You may access and use the Website for your personal or internal business informational purposes. Subject to your compliance with these Terms, Transactency grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the period of your authorized access.
8. Intellectual Property in User Content, Transactency Materials, and Negotiated Documents
8.1 Definitions
For purposes of these Terms:
“Initiator” means a user who initiates a contract negotiation through the Platform by creating a Draft Document and inviting one or more other users to participate.
“Counterparty” means a user who is invited by an Initiator to participate in a contract negotiation through the Platform. A Counterparty must create an account and accept these Terms to participate.
“User Content” means, with respect to any user, the data, inputs, and free-form text that such user submits to, selects through, or contributes to the Platform, including: (a) party information; (b) business terms and other deal-specific data; (c) selections among playbook options; (d) free-form write-ins submitted in lieu of or to supplement playbook options; (e) free-form text contributed in addendum entries; (f) comments and notations entered through the Platform’s commenting features; and (g) other communications transmitted by such user through the Platform. Each user owns its own User Content. User Content does not include Transactency Materials, contract language drawn from the Transactency Materials based on a user’s selections, or contributions made by other users.
“Transactency Materials” means Transactency’s clause libraries, playbooks (including decision trees, question trees, recommended positions, fallback hierarchies, and accompanying commentary), templates, defined-term conventions, drafting structures, software, user interface design, documentation, and other content and materials made available through the Platform, in each case as updated by Transactency from time to time. Transactency Materials do not include User Content.
“Draft Document” means a contract or other document being negotiated through the Platform that incorporates User Content from one or more users (including User Content of both the Initiator and any Counterparty) and Transactency Materials, prior to execution by all parties to it.
“Output Document” means a Draft Document that has been executed by all parties to it and represents the final contract among those parties.
8.2 User Content
Each user retains ownership of its own User Content. Transactency does not claim ownership of materials you contribute. The Platform supports multi-party negotiations in which two or more users contribute User Content to a shared workflow. No user obtains ownership of another user’s User Content by virtue of receiving it, viewing it, or interacting with it through the Platform.
By submitting User Content to the Platform, you grant the following licenses:
- To Transactency, a worldwide, non-exclusive, royalty-free license, with the right to sublicense solely to our service providers acting on our behalf, to host, store, reproduce, modify, adapt, transmit, and display your User Content solely as necessary to operate the Platform and provide our services to you and to the other parties to any negotiation in which your User Content is included; and
- To each other user who is a party to a negotiation in which your User Content is included, a worldwide, non-exclusive, royalty-free license to access, view, respond to (including by accepting, proposing alternative selections or write-ins, placing the issue on hold, or contributing addendum entries or comments in response), and otherwise use your User Content solely for purposes of conducting that negotiation through the Platform (the “Negotiation License”).
You represent and warrant that you have all rights necessary to grant these licenses and that your User Content does not violate any third party’s intellectual property, privacy, or other rights.
8.3 Draft Documents and Multi-Party Negotiations
By participating in a negotiation on the Platform, whether as an Initiator or a Counterparty, you acknowledge and agree that:
- Draft Documents will incorporate User Content from multiple users and may also incorporate Transactency Materials;
- Each user who is a party to the negotiation has access to the Draft Document and its negotiation history during the negotiation, including the playbook selections, write-ins, addendum entries, comments, and other User Content contributed by the other parties;
- The Platform may enable you to respond to another party’s contribution by accepting it, proposing an alternative selection, proposing an alternative write-in, placing the issue on hold for later resolution, or contributing your own addendum entry or comment. Each such response constitutes your own User Content;
- Your rights with respect to the other parties’ User Content within a Draft Document are limited to the Negotiation License granted in Section 8.2 and do not include the right to extract, copy, or systematically use the other parties’ specific write-ins, addendum entries, comments, or other free-form text contributions for purposes outside of that negotiation;
- Nothing in this Section 8.3 restricts you from using general knowledge, drafting concepts, negotiation approaches, or commercial positions you observe or learn during a negotiation, including by observing which playbook selections the other parties chose; and
- If a negotiation terminates without execution of an Output Document, each party retains ownership of its own User Content, and the Negotiation License granted by each party to the other parties terminates, except to the extent reasonably required for each party to maintain records of the negotiation as part of its business records or as required by applicable law.
8.4 Transactency Materials
Transactency Materials are owned by Transactency or its licensors. These Terms grant you no right, title, or interest in or to the Transactency Materials except for the limited license expressly granted herein and in Section 8.5. Transactency asserts ownership of the Transactency Materials as compilations and expressive works under United States and international copyright law, and as confidential and proprietary information of Transactency. Transactency does not claim copyright in any individual short, standard, or boilerplate clause considered in isolation; Transactency’s assertion of rights applies to the Transactency Materials as compiled, arranged, organized, expressed, and made available by Transactency.
You acknowledge that the Transactency Materials contain valuable confidential and proprietary information of Transactency. You agree not to:
- Disclose, publish, or otherwise make the Transactency Materials available to any person outside your organization who has not separately accepted these Terms or who is not authorized to access them under your account;
- Reverse-engineer the Transactency Materials or any portion of them, including by attempting to reconstruct the underlying methodology, decision logic, fallback positions, drafting hierarchies, or playbook content through systematic interaction with the Platform, scripted queries, automated extraction, or comparable means;
- Extract, scrape, harvest, or compile the Transactency Materials for any purpose other than your authorized use of the Platform; or
- Use the Transactency Materials to develop, train, evaluate, or improve any product, service, or model (including any machine learning or artificial intelligence model) that competes with the Platform.
The foregoing restrictions do not apply to information that (a) is or becomes publicly available through no fault of yours; (b) was rightfully in your possession before your access through the Platform, as evidenced by your written records; (c) is rightfully received from a third party without restriction and without breach of any obligation owed to Transactency; or (d) is required to be disclosed by law or legal process, provided you give Transactency prompt written notice and reasonable cooperation to seek a protective order or other appropriate remedy.
8.5 Output Documents
Subject to your compliance with these Terms, Transactency grants each user who is a party to an executed Output Document a perpetual, worldwide, royalty-free, non-exclusive, non-sublicensable license to use, execute, modify, share with counterparties and their counsel, enforce, and otherwise exploit that Output Document for the following purposes: (i) executing and performing the specific transaction for which the Output Document was generated; (ii) using the executed Output Document as a record of that transaction and as evidence in connection therewith; and (iii) using the Output Document as a model for that user’s own future agreements within that user’s business and the businesses of its affiliates.
This license is granted for the user’s business and the business of its affiliates and does not extend to any use that would constitute or facilitate a product or service that competes with the Platform. Without limiting the foregoing, you may not (a) license, sell, distribute, or otherwise make Output Documents available to third parties as templates, form libraries, or contract-generation materials; (b) use Output Documents to provide contract drafting, contract automation, or similar services to third parties as a commercial offering; or (c) use Output Documents (or any portion of the Transactency Materials embodied in them) to develop, train, evaluate, or improve any product, service, or model (including any machine learning or artificial intelligence model) that competes with the Platform.
Nothing in this Section 8.5 limits the restrictions on the Transactency Materials in Section 8.4 or the restrictions on other parties’ User Content in Section 8.3. The incorporation of Transactency Materials or other parties’ User Content within an Output Document does not grant you any rights in the Transactency Materials or the other parties’ User Content beyond the rights expressly granted in this Section 8.5 with respect to the Output Document as a whole.
8.6 Anonymized and Aggregated Data; Model Training by Transactency
You acknowledge and agree that Transactency may create and use anonymized and aggregated versions of User Content, Draft Documents, Output Documents, usage data, and user-submitted materials (collectively, “Aggregated Data”) for any business purpose, including to (a) operate, improve, and promote the Platform; (b) develop new products, features, and services; (c) generate industry statistics and benchmarks; (d) showcase anonymized examples of Platform usage; and (e) train, evaluate, and improve machine learning and artificial intelligence models that power Platform features.
Aggregated Data does not include information that identifies you or any party to a contract created through the Platform. Transactency will not sell or license User Content, Draft Documents, or Output Documents to third parties for use in training their own machine learning or artificial intelligence models.
8.7 DMCA Notice and Takedown
Transactency respects the intellectual property rights of others and expects users to do the same. We will respond to clear notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that material accessible through the Platform infringes your copyright, please send a written notice to our designated DMCA agent that includes the information required by 17 U.S.C. § 512(c)(3), including (a) a physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing; (d) your contact information; (e) a statement of good faith belief that the use is not authorized; and (f) a statement under penalty of perjury that the information is accurate and that you are authorized to act on behalf of the copyright owner.
Designated DMCA Agent: Transactency Inc., Attn: DMCA Agent, 2035 Foxfield Rd, Ste 203, St. Charles, IL 60174, dmca@transactency.com.
9. Feedback
If you provide Transactency with any feedback, suggestions, ideas, improvements, or other input regarding the Website or Platform (“Feedback”), you hereby assign to Transactency all right, title, and interest in and to such Feedback. Transactency shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback in any manner, without obligation, compensation, or restriction of any kind. You agree to execute any documents reasonably requested by Transactency to confirm or effectuate this assignment.
10. Beta Program
If you are granted access to the Platform as a beta user, the following additional terms apply during the beta period.
10.1 Beta Nature of Services
The Platform is provided during the beta period on an “as is” and “as available” basis for evaluation and testing purposes. The Platform is a pre-release version that may contain bugs, errors, and other problems. You acknowledge that the Platform is not a finished product and may not operate as intended or at all.
10.2 No Reliance
You acknowledge and agree that: (a) you are participating in the beta program voluntarily and at your own risk; (b) you should not rely on the Platform for any production, commercial, or mission-critical purposes without independent verification; (c) Outputs are for informational purposes only and do not constitute legal advice, consistent with Section 2; and (d) you are solely responsible for independently verifying any Output before using it in any actual agreement or transaction.
10.3 No Warranties for Beta
WITHOUT LIMITING THE GENERAL DISCLAIMER IN SECTION 12, TRANSACTENCY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM DURING THE BETA PERIOD, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUIET ENJOYMENT. TRANSACTENCY DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
10.4 Beta Modifications and Discontinuation
Transactency may, in its sole discretion and at any time, modify, suspend, or discontinue the Platform or your access to it during the beta period, with or without notice. Transactency may also modify the features, functionality, or terms of the beta program at any time.
10.5 Beta Confidentiality
You acknowledge that, in connection with the beta program, you may receive or have access to information that is confidential or proprietary to Transactency, including pre-release features, functionality, performance characteristics, pricing, roadmap information, and any non-public materials provided by Transactency (collectively, “Beta Confidential Information”). You agree (a) to use Beta Confidential Information solely for purposes of evaluating and using the Platform as a beta user; (b) not to disclose Beta Confidential Information to any third party without Transactency’s prior written consent; and (c) not to publish reviews, benchmarks, screenshots, or comparative analyses of the Platform without Transactency’s prior written consent. The obligations in this Section 10.5 do not apply to information that (i) is or becomes publicly available through no fault of yours; (ii) was rightfully in your possession before disclosure by Transactency; (iii) is rightfully received from a third party without restriction; or (iv) is required to be disclosed by law or legal process, provided you give Transactency prompt notice and reasonable cooperation to seek a protective order.
10.6 Transition from Beta
Upon conclusion of the beta period, your access to the Platform may be (a) terminated; (b) continued under these Terms (including as a free user) at Transactency’s discretion; or (c) offered under a separate subscription or other agreement (a “SaaS Agreement”). If you enter into a SaaS Agreement, the SaaS Agreement shall govern your use of the Platform and shall supersede and replace the Platform-related provisions of these Terms to the extent of any conflict.
Transactency will retain User Content associated with your beta account for at least sixty (60) days following conclusion of the beta period and will provide commercially reasonable means for you to export your User Content during that period. Transactency reserves the right to determine, in its sole discretion, the treatment of User Content thereafter, subject to applicable law and our Privacy Policy.
11. Third-Party Links and Services
The Website or Platform may contain links to third-party websites or services that are not owned or controlled by Transactency. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Transactency shall not be responsible or liable for any damage or loss caused by your use of any such third-party websites or services.
12. Disclaimers
THE WEBSITE AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSACTENCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
TRANSACTENCY DOES NOT WARRANT THAT THE WEBSITE OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. TRANSACTENCY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE WEBSITE OR PLATFORM.
AS STATED IN SECTION 2, TRANSACTENCY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. ANY CONTENT, TEMPLATES, PLAYBOOKS, OR OUTPUTS GENERATED THROUGH THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. YOU SHOULD CONSULT WITH A QUALIFIED ATTORNEY BEFORE RELYING ON ANY OUTPUT FROM THE PLATFORM.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRANSACTENCY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
- Your access to, use of, or inability to access or use the Website or Platform;
- Any conduct or content of any third party on the Website or Platform;
- Any content obtained from the Website or Platform;
- Unauthorized access, use, or alteration of your transmissions or content;
- Any bugs, viruses, or other harmful code that may be transmitted through the Website or Platform;
- Any errors, inaccuracies, or omissions in any content or Outputs generated by the Platform; or
- Any reliance on Outputs generated by the Platform.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TRANSACTENCY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE OR PLATFORM SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNTS YOU HAVE PAID TO TRANSACTENCY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER TRANSACTENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE OR PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, EXCEPT WHERE APPLICABLE LAW PROHIBITS SUCH A LIMITATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Term and Termination
14.1 Term
These Terms remain in effect while you have an account or otherwise use the Website or Platform.
14.2 Termination by You
You may terminate your account at any time by following the instructions in the Platform or by contacting support@transactency.com. Upon termination, your right to access and use the Platform will cease.
14.3 Termination of Free and Beta Accounts by Transactency
For beta users and free-tier users, Transactency may suspend or terminate your access to the Website or Platform at any time, for any reason or no reason, with or without notice.
14.4 Termination of Paid Accounts by Transactency
For paid accounts, Transactency may terminate or suspend your access (a) for cause, in the event of your material breach of these Terms, upon written notice and a thirty (30) day opportunity to cure (or such shorter period as may be reasonable for breaches that pose security, legal, or operational risk); or (b) for convenience, upon thirty (30) days’ prior written notice. In the event of termination for convenience, Transactency will refund any prepaid, unused fees on a pro rata basis.
14.5 Effect of Termination
Upon termination, all rights granted to you under these Terms will immediately cease. You will have a reasonable period (and in any event not less than thirty (30) days for paid accounts) to export your User Content, after which Transactency may delete your User Content in accordance with our Privacy Policy. Sections 7, 8.2, 8.3, 8.4, 8.5, 8.6, 9, 10.2, 10.3, 10.5, 12, 13, 15, 16, and any other provisions that by their nature should survive termination shall survive any termination of these Terms.
15. Dispute Resolution; Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND TRANSACTENCY TO RESOLVE DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE WAYS IN WHICH YOU CAN SEEK RELIEF. IT ALSO WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL.
15.1 Informal Resolution
Before initiating any arbitration or other formal proceeding, the parties agree to attempt in good faith to resolve any dispute informally for at least sixty (60) days. To initiate this informal process, you must send a written notice to legal@transactency.com describing the nature and basis of the claim and the relief sought. Transactency will send any such notice to the email address associated with your account.
15.2 Agreement to Arbitrate
Except as set forth in Section 15.4, you and Transactency agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, the Website, the Platform, or your relationship with Transactency (each, a “Dispute”) shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect (or, if those rules are not available, under its Comprehensive Arbitration Rules and Procedures). The arbitrator shall have exclusive authority to resolve any Dispute, including any threshold question of arbitrability and the scope, applicability, or enforceability of this Section 15.
The arbitration will be conducted in the English language. Unless otherwise agreed by the parties, the seat of arbitration shall be Chicago, Illinois, and any in-person hearings shall take place there. If the amount in controversy does not exceed $25,000 and you are an individual, you may elect to have the arbitration conducted by telephone, by videoconference, or based solely on written submissions, subject to the arbitrator’s discretion.
The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 15. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
15.3 Class Action and Jury Trial Waiver
YOU AND TRANSACTENCY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both you and Transactency agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form of class, collective, or representative proceeding. 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 that party’s individual claim.
If a court decides that applicable law precludes enforcement of any of this Section 15.3’s limitations as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request) shall be severed from the arbitration and may be brought in court, subject to Section 15.6. All other claims shall be arbitrated.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE PLATFORM.
15.4 Exceptions to Arbitration
The following Disputes are not subject to the arbitration agreement in Section 15.2:
- Any claim seeking injunctive or other equitable relief in connection with the alleged infringement, misappropriation, or violation of a party’s intellectual property rights or confidentiality obligations;
- Any claim that may be brought in a small-claims court, provided the matter remains in that court, is brought on an individual (non-class, non-representative) basis, and seeks only relief available in small-claims court; and
- Any claim for which arbitration is prohibited by applicable law.
15.5 Arbitration Costs
Payment of all filing, administration, and arbitrator fees will be governed by the applicable JAMS rules, except that Transactency will pay any portion of the filing fees that exceeds the amount you would have paid to file a lawsuit in court if (a) you are an individual consumer, (b) the amount in controversy does not exceed $75,000, and (c) you have complied with the informal resolution procedures in Section 15.1. The arbitrator may award the prevailing party its reasonable attorneys’ fees and costs to the extent permitted by applicable law.
15.6 Governing Law and Venue for Non-Arbitrable Claims
These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For any Dispute not subject to arbitration under Section 15.4 (including any action to compel arbitration or enforce an arbitration award), the parties consent to the exclusive jurisdiction of the state courts located in Cook County, Illinois, and the United States District Court for the Northern District of Illinois, Eastern Division, and waive any objection based on inconvenient forum.
15.7 Your Right to Opt Out of Arbitration
You may opt out of the arbitration agreement in Section 15.2 and the class action waiver in Section 15.3 by sending a written notice of your decision to opt out to legal@transactency.com with the subject line “Arbitration Opt-Out” within thirty (30) days after you first become subject to these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor Transactency will be required to arbitrate Disputes, but the other provisions of these Terms (including the governing law, venue, and jury trial waiver in Section 15.6 and the class action waiver in Section 15.3 to the extent permitted by applicable law) will continue to apply. Opting out of arbitration will not affect any other arbitration agreement between you and Transactency.
16. Indemnification
You agree to indemnify, defend, and hold harmless Transactency, its affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Website or Platform; (b) your User Content; (c) your violation of these Terms; (d) your violation of any rights of another party; or (e) your violation of any applicable law or regulation. Transactency reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Transactency in asserting any available defenses.
17. General Provisions
17.1 Entire Agreement
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Transactency concerning the Website and Platform and supersede all prior agreements and understandings. If you enter into a separate SaaS Agreement with Transactency for use of the Platform, the SaaS Agreement shall govern your use of the Platform, and in the event of any conflict between these Terms and the SaaS Agreement with respect to the Platform, the SaaS Agreement shall control.
17.2 Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect, except as otherwise provided in Section 15.3.
17.3 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Transactency’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
17.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without Transactency’s prior written consent. Transactency may freely assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
17.5 Notices
We may provide notices to you by posting on the Website, by email to the address associated with your account, or by other reasonable means. You agree that such notices shall be effective upon posting or sending. You may provide notices to Transactency by email to legal@transactency.com or by mail to the address in Section 18.
17.6 Force Majeure
Transactency shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or failures of third-party services.
17.7 Relationship of the Parties
Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Transactency.
18. Contact Information
If you have any questions about these Terms, please contact us at:
Transactency Inc.
Attn: Legal
Email: legal@transactency.com
2035 Foxfield Rd, Ste 203
St. Charles, IL 60174