Last Updated: March 11, 2018

Welcome to Success.ly, the website and online service of Successly Group, Inc. (“Success.ly,” “we,” “our” or “us”). This page explains the terms by which you may use our online or application services, website, and software provided on or in connection with the service (collectively the “Service”). By accessing or using the Service through any direct or indirect means, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement” or “Terms of Use”) and to the collection and use of your information as set forth in the Success.ly Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Use of Our Service

 

1.1 Administrative service

Success.ly’s Services are purely administrative. The features of the Service are an administrative function which you, as a User, request that Success.ly conduct as a part of the Service.

1.2 Eligibility

You may use the Service only if you can form a binding contract with Success.ly, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under the age of majority in which they reside is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Success.ly.

1.3 Your right to use the Success.ly Service

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 Service. Success.ly reserves all rights not expressly granted herein in the Service and the Success.ly Content (as defined below). Success.ly may terminate this license at any time for any or no reason.

1.4 Participation in official “Beta” trials

Participation in official “beta” trials may impose additional limitations specific to the trial due to technical limitations such as bugs and other errors. Due to the nature of the beta trials you should not rely on the Services or the information presented on or through the Services during any such trial. You acknowledge and agree that the Services may not yield accurate, complete or useful information or otherwise function properly during any beta trial. Accordingly, you acknowledge and agree that your participation in any beta trial and your use of the Services during any such trial is at your own risk.

2. How the Service Works

 

2.1 Service features

Success.ly makes the Service available as a platform through which Users can manage their personal finances and access information related to paying for an educational degree, this includes but is not limited to, information on student financial aid, student and other loans, savings, expenses, income and other components or elements relevant to a User’s personal financial situation.  At times, Users may request access to information and/or conditional offers for products and services from third parties (“Offers”) through the following distinct User features (“Features”):

i. “Linking Accounts”: Linking Accounts enables a user to create an aggregated view of their personal finances by linking to their existing financial service providers (such as a User’s bank accounts, credit/debit cards, loans, student financial aid or other personal finance components (“Personal Finance Components”)

ii. “Telephonic Support”: Users may seek assistance and support from client service representatives via telephonic, chat or other means on issues related to the Service or Personal Finance Components.

iii. “Success.ly App”: The Success.ly App enables Users to access the Services and Features via an interface that sits on a mobile device.

 

The Features are not intended to provide investment advice. Success.ly does not recommend that you rely upon on the information provided through the Service to make a decision about any response or Offer made by a Provider or any financial services entity for any other reason. Use of a Feature does not guarantee approval or qualification for any Offer. Success.ly makes no warranties whatsoever about the information contained within the Features nor the applicability or accuracy of that information in relation to your individual circumstances.

To access the Services or some of the resources offered through the Services, you may be required to register for an account by providing certain registration details and other information, such as your first name, last name, e-mail address, educational institution, degree, major, date of birth, graduation year, living situation and other personal information that is personal to the User.

In order to provide you full access to and use of the Services, you will be asked to link your Success.ly account with your accounts at financial institutions and other financial services companies (collectively, “Third Party Providers”) and provide your usernames, passwords and other account information for such accounts (“Account Information”). Success.ly makes no effort to review the Account Information for any purpose, including but not limited to verifying its accuracy, completeness, legality or non-infringement. Success.ly may authenticate, review or analyze your Account Information via third parties for authorization and may request additional information from you in order to integrate your Success.ly account with Third Party Providers.

It is a condition of your use of the Services that (i) all the information you provide to us is correct, current and complete; and (ii) you are an authorized user of the accounts with respect to which you provide Account Information. In the event there are any changes to your Account Information, you agree to promptly update your Success.ly account. You agree that all information you provide to create an account or otherwise use the Services is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. We may also ask you to provide additional information in order to verify your identity.

We reserve the right to delete or modify the Services, and any service or information we provide on the Services, in our sole discretion, without notice. We will not be liable if for any reason the Services or any part thereof are unavailable at any time or for any period. From time to time, we may restrict access to the Services or portions thereof.

2.2 Simplified process

Additional functionality of the Success.ly Service includes:

i. “ACCOUNT INFORMATION” The Service simplifies the process of monitoring and managing various aspects of personal finance related to Users by working with third party service partners to access your account information and externally stored personal profile information (including, but not limited to, existing loan profile information) (“Account Information”) maintained online by third party financial institutions and other organizations, subscription providers, and other third parties (“Providers”) with which Users have customer relationships, maintain accounts, or engage in financial transactions (“Accounts”). By entering your login details such as usernames and passwords “Login Details” for your Accounts, our third party service partners can access your Account Information and then provide it to Success.ly.  By entering your Login Details, you consent to third party service partners accessing your Accounts and using information for the purpose of populating your information within the Service and for Success.ly to share the relevant information that you consent to sharing with Providers through the Service.

ii. “CONFIRMING YOUR IDENTITY” Success.ly’s third party service partners may also confirm your identity as a part of the Service (“Identity Confirmation”). When participating in Identity Confirmation, the relevant third party service partner may also be able to access further information relevant to any request, which may then be provided to us.  By consenting to terms of Identity Confirmation, you agree to allow third party service partners to undertake processes to confirm your identity and provide information to Success.ly who will then submit that information to Providers.

iii. You represent, warrant, acknowledge and agree that you are solely responsible for the accuracy and content of your Account Information and Identity Confirmation as accessed by third parties as part of the Service.

iv. Success.ly does not store the Login Details for your Accounts. You must inform us of, any hereby grant to us and our third party service partners permission to use, Account Information to enable us to provide the Service to you, including updating and maintaining Account Information, addressing errors or service interruptions, and to enhance the types of data and services we may provide you in the future. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Account Information. You acknowledge and agree that we have no control over the provision of third party service partner services, and have no liability whatsoever for any actions or inactions on the part of those third party service partners resulting in your inability to use the Service to access your accounts, obtain data, download transactions or otherwise access the Service.

2.3 Submitting your information to Providers

A. What you are Asking Success.ly to do

By accessing the Service, clicking on any button indicating an acceptance or agreement to terms, a continuance of procession or submission, you understand that you are consenting, acknowledging and agreeing to the stated terms and conditions of the Service, including (but not limited to) any User-facing disclosures and disclaimers. That may include the submission of your personal information both to Success.ly, Providers and/or third parties through the Service, depending on the submission that you are making. Your use of the Service and the Features require both the collection and transmission of your personal information in order to provide you with the functionality of the Service. You authorize Success.ly to submit your information to Providers, as well as submit your information to third party service partners.

You acknowledge that when your information is provided to Success.ly and/or submitted to Providers, your information may be submitted in the form of a Provider’s application for credit, the relevant disclosures and terms of which you have been provided with, reviewed, agree to, and accept.

Providers have their own processes under which they evaluate your information and any Offer Requests, which are external to the Service and independent of Success.ly.

 

B. Credit Inquiries

By accessing the Service, you also authorize Success.ly, Providers and third party service partners to request from one or multiple credit reporting agencies, your credit bureau report including any ancillary credit scores or ratings and to verify that the information you have provided is true or accurate, and also to verify your identity.

You are also providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law, for Success.ly, Providers and third party service partners to request and receive information about you from third parties, including but not limited to a copy of your consumer credit report and score from consumer credit reporting agencies, at any time for so long as you have an active Success.ly account for the purpose of monitoring your credit score, helping the User build a credit profile and learn about actions that increase or decrease a credit score, or assessing your suitability for Offers from Providers through the Success.ly Service.

You also consent to the use of third party services relating to your credit bureau report and also consent to the use of Account Information and Identity Confirmation in order to provide you with access to Features and Offer Requests as a part of the Service.

You waive any and all claims against Success.ly, its contracted third party service partners, agents, and its Providers and employees for the acts or omissions of these parties with regard to the use or disclosure of such information.

For more information about the impact types of credit inquires can have on your credit profile, visit here.

Unless otherwise stated, you further understand that you are authorizing Success.ly to retain a copy of all such information received, including the information that you are submitting through the Service or that you provide to Success.ly from time to time, either directly or indirectly, and to use that information to match you with product and service offers from Success.ly’s third party Marketing Partners (as defined herein), Providers and other third parties. You also authorize Success.ly to use your information to further enhance functionality of the Service and share it with our third party Marketing Partners.

 

C. Communications about your request for Offers

You are also indicating that you are consenting, acknowledging and agreeing to receive important notices, disclosures and other communications in electronic form (either by email or via the internet) from Success.ly, Providers and third parties, as relates to the Service as well as any Offers.

Once your information has been submitted to Success.ly, you consent to transmission and receipt of responses either (a) directly from Providers, (b) through the Service in your Success.ly account, and/or (c) via electronic communication (such as email or via the internet), as to the status of submissions you make through the Service. The receipt of responses from Success.ly and/or Providers may take an indefinite period of time.

3. Rights you Grant to Success.ly

 

In order for you to use the Features of the Service and receive responses to submissions you make through the Service, Success.ly may be required to submit information to Providers and other third parties on your behalf. You hereby authorize and permit Success.ly to use information provided by you through the Service (including through our third party service partners), to accomplish the foregoing and to facilitate your use of the Service so that it is compatible for the submission of your information with Provider sites and Provider processes, which may take the form of an application for credit.

For all purposes hereof, you hereby grant Success.ly your consent, in any and all capacities to:

i.     Use your information;

ii.    Make submissions and requests to Providers in any form compatible with Provider requirements;

iii.   Retrieve Provider responses and/or Offers;

and, all as described above, with the full power and authority to do and perform each thing necessary in connection with such activities, as you could in person.

You grant Success.ly such consent in exchange for receiving the Services and access to Features provided by Success.ly. You hereby agree that Providers and other third parties shall not be bound to inquire into such consent and that Providers and other third parties shall be fully protected in relying on such consent.

In the event that you, as a User, nominate a co-signer to be included on any submission you make through the Service or to a Provider, you also agree to extend the aforementioned consent to permit Success.ly to share Provider responses and/or Offers relating to your submission with your nominated co-signer, as well as any information that Success.ly deems relevant to the processing of any submission you make through the Service.

SUCCESS.LY DOES NOT ACCEPT ANY OFFER ON YOUR BEHALF, NOR MAKE ANY DECISION ON ANY OFFER WHATSOEVER. ACCEPTING OFFERS IS SOLELY THE RESPONSIBILITY OF YOU, THE USER OF THE SERVICE, AND IS NOT AN ADMINISTRATIVE FUNCTION PERFORMED BY SUCCESS.LY.

4. Technical Requirements

 

You understand that in order to access the Service, you will need and have access to an email address and internet access.

You have the right to receive any document in non-electronic form and to withdraw your consent to electronic delivery at any time by contacting Success.ly by emailing hello@Success.ly.

Success.ly is not responsible for any errors or delays in receiving or responding to an Offer Request or Provider responses caused by, including but not limited to, an incorrect email address provided by you or other technical problems beyond our reasonable control.

Success.ly cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other Service interruptions. Success.ly cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any User data, communications or personalization settings.

5. User Relationship with Success.ly

 

When you access the Service, submit information, accept these Terms of Use, create an account or otherwise register for the Service through Success.ly or any other means, you understand and agree that you have established a business relationship between you and Success.ly.

5.1 Provider responses and Offers

We do not guarantee acceptance into any particular Offer or specific terms and conditions of a response or Offer with any Provider, these are the sole decisions of Providers. Likewise, we do not guarantee that the terms, rates or any financial measure placed on a response or Offer and made available by any Provider are the best terms or lowest rates or other measure available in the market.

We are not a party to the dealing, contracting and fulfillment of any Offer(s). We are not required to and do not verify any information given to us by Users, Providers or third party service partners.

We do not endorse or recommend the products, services or Offers of any particular Provider accessed by you as a part of the Service.

Any correspondence you have with Providers, as well as their responses, Offers or promotions, including the delivery of and the payment for products and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and Providers. We assume no liability, obligation or responsibility for any part of any such correspondence, Offers or promotion.

A Provider is solely responsible for its responses, Offers and services to you, and you agree that Success.ly shall not be liable for any damages or costs of any type arising out of or in any way connected with your access or use of responses, Offers or Provider services.

Any response by or Offer made by or associated with a Provider may be subject to market conditions, approval and qualification. The rates and fees provided by or associated with a Provider may be higher or lower depending on your complete credit profile, collateral/property considerations (if applicable) in measures as defined by a Provider and the terms and conditions of a relevant Offer. For the avoidance of doubt, final Offer rates and fees are a matter between Providers and Users, and are not determined by, nor the responsibility of, Success.ly.

5.2 Provider Relationship with Success.ly

Success.ly may earn a commission or fee from the Provider of the Offer(s) when a User accepts such Offer(s) and/or submits Offer Request(s). Your use of the Service constitutes your agreement with this compensation arrangement.

5.3 Marketing Partners

Success.ly has relationships with various groups, associations and marketing partners that promote the Service (“Marketing Partners”). You may have reached the Service through a Marketing Partner. Marketing Partners may receive a commission or fee from Success.ly for providing marketing services. Our relationships with Marketing Partners have no impact on the Offers you may receive through the Service.

5.4 Third-Party Beneficiary

You acknowledge and agree that the value, reputation and goodwill of the Service depend on your performance of your covenants and agreements as set forth in your responses and/or Offer(s). You therefore appoint Success.ly as a third party beneficiary of your responses and/or Offer(s) for the purposes of enforcing the obligations owed to, and the benefits conferred on, Success.ly by this Agreement. You further agree that Success.ly has the right to take such actions with respect to the responses and/or Offer(s) or your account, including without limitation suspension, termination, or legal actions, as Success.ly in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Service.

5.5 No Investment Recommendations or Professional Advice

The Service is not intended to provide tax, legal, insurance, financial or investment advice. You alone are solely responsible for determining whether any investment, security, strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

5.6 No Brokering

Success.ly is not a broker of financial services. Success.ly does not (i) directly or indirectly make or procure, attempt to make or procure, or offer to make or procure a loan of money or extension of credit; (ii) assist or advise Users in obtaining or attempting to obtain a loan of money or line of credit; or (iii) solicit for loans.

We do not take applications or make credit decisions in connection with information or Offer Requests that you may choose to submit.

Success.ly is not registered or licensed by any state or federal government entity for the Service.

5.7 No Agency

This Agreement and any registration for or subsequent use of the Service will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Success.ly, except and solely to the extent expressly stated herein.

5.8 Success.ly Accounts

Your Success.ly account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

i.  NO FALSE INFORMATION. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access through the Service, and to update this information to maintain its truthfulness, accuracy and completeness. Success.ly makes no warranties about any of your information, either to you, Providers or third party service partners. You cannot register for more than one User account without express written permission from Success.ly.

ii. EXCLUSIVE USE. Your User account is for your personal use only. You may never use another User’s account, nor authorize others to use your account, nor assign or otherwise transfer your account to any other person or entity. You are solely responsible for the activity that occurs on your account.

iii. ACCOUNT SECURITY. You must keep your User account password secure. We encourage and may require you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Success.ly immediately of any breach of security or unauthorized use of your account. Success.ly will not be liable for any losses caused by any unauthorized use of your account.

iv. EMAIL AND TELEPHONE CONSENT. By providing Success.ly your email address you consent to our using your email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special promotions. If you do not want to receive such email messages, you may opt out or change your preferences in your account settings or by contacting us at hello@Success.ly. Opting out may prevent you from receiving email messages regarding updates, improvements, or special promotions. By submitting your information, you consent to being contacted on the telephone by text message or calling at the number(s) that you have provided, both by Success.ly and its Providers irrespective of whether they appear on a ‘Do Not Call’ list.

You may de-activate your Success.ly account at any time in your account preferences, or by emailing hello@Success.ly.

5.9 Additional Information

In some circumstances, Providers or third party service partners may require further information prior to providing a response to your submission of information through the Service. You hereby authorize Providers to contact you directly or to contact Success.ly (who will in turn, contact you) in order to request additional information.

To help the government fight identity theft, the funding of terrorism and money laundering activities, Success.ly and Providers may obtain, verify and record information that identifies each person who opens an account with them. You may be required to provide your Social Security Number, address, telephone number, date of birth and other important information that will allow Success.ly, Providers and third party service partners to properly identify you. Success.ly, Providers and third party service partners may also ask to see your driver’s license or other identifying documentation to further assist in certifying your identity.

5.10 Fees

Upon acceptance of any Offer, you will be responsible for paying for any costs associated with any Offer.  Success.ly does not charge you a fee for its service.

5.11 Service Rules

You agree not to engage in any of the following prohibited activities:

i. ADVERTISING AND COMMERCIAL SOLICITATION. You will not advertise or solicit any User to buy or sell any products or services except as expressly permitted by the Services and this Agreement. Further, you will not use any information obtained from the Service in order to advertise to, solicit, or sell to any User without their prior explicit consent.

ii. NO HARASSMENT. You will not harass, annoy, intimidate or threaten any User(s) or Success.ly employees or agents engaged in providing any portion of the Service to you.

iii. NO IMPERSONATION. You will not impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity.

iv. THIRD PARTY INFORMATION. You will not post, upload or otherwise make publicly available through the Service any personal or financial information of any third party.

v. TECHNOLOGICAL USE. You will not engage in: (a) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (b) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Success.ly servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (e) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, or other software agents through the Service; (g) collecting or harvesting any personally identifiable information, including account names, from the Service; (h) interfering with the proper working of the Service; (i) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (j) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

We may, without prior notice, change the Service; stop providing the Service or Features to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Success.ly shall have no liability for your interactions with other Users, or for any User’s action or inaction.

6. User Content, Privacy and Security

 

6.1 User Content and Intellectual Property

Some parts of the Service allow Users to post content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Success.ly has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current or (ix) violates any school or other applicable policy, including those related to cheating or ethics. You agree that any User Content that you post does not and will not violate third party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Success.ly reserves the right, but is not obligated, to reject and/or remove any User Content that Success.ly believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

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.

In connection with your User Content, you affirm, represent and warrant the following:

A. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

B. Your User Content and Success.ly’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

C. Success.ly may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

D. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate. Success.ly takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Success.ly shall not be liable for any damages you allege to incur as a result of User Content.

6.2 User Content License Grant

By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Success.ly a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Success.ly’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

6.3 Our Proprietary Rights

Except for your User Content, the Service 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 “Success.ly Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Success.ly and its licensors (including other Users who post User Content to the Service). 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 Success.ly Content. Use of the Success.ly Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

The Success.ly Content may not be used to disparage Success.ly, the Providers, any applicable third party or the Offers or Service, nor shall they be used in any manner that may damage any goodwill of the Success.ly Content. Use of any Success.ly Content as part of a link to or from any site is prohibited unless establishment of such link is approved in advance by Success.ly in writing.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Success.ly under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Success.ly does not waive any rights to use similar or related ideas previously known to Success.ly, or developed by its employees, or obtained from sources other than you.

6.4 Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States, as well as outside the United States, as contemplated by our Privacy Policy.

6.5 Security

Success.ly uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal 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 your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Further information about Success.ly’s security processes can be found in our Privacy Policy, and on the Success.ly website.

6.6 DMCA Notice

Since we respect artist and content owner rights, it is Success.ly’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Success.ly’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  • An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is claimed to be infringing and where it is located on the Service;
  • Information reasonably sufficient to permit Success.ly to contact you, such as your address, telephone number, and, email address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  • A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice
Success.ly Group Inc.
Address: 156 2nd Street
San Francisco, California, 94105
Telephone: (415) 579-0909
Email: hello@Success.ly

Under Federal Law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying Success.ly and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Success.ly’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws

In accordance with the DMCA and other applicable law, Success.ly has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Success.ly may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

7. Success.ly Rewards Program

 

Success.ly may offer a ‘rewards program’ as a part of offers to Users. The terms and conditions of Success.ly rewards programs will differ according to each reward. It is the responsibility of each User to familiarize themselves with the terms and conditions of each reward, which can typically be found linked to a reward offer. Should you seek further information on a reward offer, email us at hello@Success.ly.

8. Third Party Sites

 

The Service may contain links to third party and Provider websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Success.ly. Success.ly does not endorse or assume any responsibility for any third party sites, information, materials, products, or services. If you access a third party or Provider website from the Service, you do so at your own risk, and you understand that this Agreement and Success.ly’s Privacy Policy do not apply to your use of such sites. You expressly relieve Success.ly from any and all liability arising from your use of any third party or Provider website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Success.ly shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

9. Indemnity

 

You agree to defend, indemnify and hold harmless Success.ly and its subsidiaries, agents, licensors, managers, Providers, third party service partners, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

10. No Warranty

 

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. NOTHING IN THE SERVICE CONSTITUTES INVESTMENT, LEGAL AND/OR OTHER PROFESSIONAL ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS 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. WITHOUT LIMITING THE FOREGOING, SUCCESS.LY, ITS SUBSIDIARIES, ITS AFFILIATES, ITS LICENSORS, PROVIDERS AND THIRD PARTY SERVICE PARTNERS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

Success.ly does not warrant, endorse, guarantee, or assume responsibility for any product or Service advertised or offered by a Provider or third party through the Success.ly Service or any hyperlinked website or service, and Success.ly will not be a party to or in any way monitor any transaction between you and Providers or third party providers of products or services. Through your use of the Service, you may have opportunities to engage in commercial transactions with Providers and third parties. You acknowledge that all transactions relating to any products or services offered by any Provider or third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. We make no warranty regarding any transactions executed through, or in connection with this site, with any Provider or third party and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty that is provided in connection with any products, services, materials, or information available on or through this site from a Provider or third party is provided solely by such Provider or third party, and not by us or any other of our affiliates.

11. Limitation of Liability

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUCCESS.LY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, PROVIDERS, THIRD PARTY SERVICE PARTNERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SUCCESS.LY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUCCESS.LY 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 SERVICE; (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 SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE 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 SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SUCCESS.LY, 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 THE AMOUNT YOU MAY HAVE PAID TO SUCCESS.LY HEREUNDER OR $10.00, WHICHEVER IS GREATER.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Success.ly 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. Further, we shall not be liable in any way for Provider or third party goods and services offered through the Service or in connection with conducting commercial transactions through this site, including without limitation the processing of orders. Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

The owner of the Services is based in the State of California in the United States. We provide the Services for use only by persons located in the United States. Success.ly makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

12. Governing Law and Arbitration

 

12.1 Governing Law

You agree that: (i) the Service shall be deemed solely based in the State of California, USA; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Success.ly, 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 application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco 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.

12.2 Arbitration

For any dispute with Success.ly, you agree to first contact us at hello@Success.ly and attempt to resolve the dispute with us informally. In the unlikely event that Success.ly has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Success.ly claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Santa Clara County, California, unless you and Success.ly agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent 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 that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SUCCESS.LY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

13. General

 

A.   Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Success.ly without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B.  Notification Procedures and Changes to the Agreement. Success.ly may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Success.ly in our sole discretion. Success.ly reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Success.ly is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Success.ly may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last updated’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

C.  Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Success.ly in connection with the Service, shall constitute the entire agreement between you and Success.ly concerning the Service and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Success.ly with respect to the Service. 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.

D.  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 Success.ly’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E.  Contact. Please contact us at hello@Success.ly with any questions regarding this Agreement.

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS OF USE FOR YOUR RECORDS.

Last Updated: March 11, 2018