Terms of Service — Collective Hub

Last Updated: 1/3/2023

1. Introduction

Welcome to Collective! Your use of Collective services, including the services Collective makes available through this website and all related web sites, mobile sites, data files, visualizations and applications which link to these terms of service (the “Site”) and to all software or services offered by Collective in connection with any of those, including the Formation Service, Bookkeeping Services, Tax Services, Registered Agent Service, EIN Service, Bank Account Service, Corporate Documents Service, Gusto Payroll Service and any other software or services offered by Collective in connection with any of those (the “Services”) is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Collective” refer to Collective Hub, Inc., the provider and operator of the Services.

In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will also refer to that organization, wherever possible.

You agree your purchases and/or use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Collective or any of its affiliates regarding future functionality or features.

IF YOU SUBSCRIBE TO ANY SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE SERVICES WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COLLECTIVE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF AUTO-RENEWAL IN ACCORDANCE WITH SECTION 7 BELOW.

YOU REPRESENT AND WARRANT THAT: (I) BY USING OR REGISTERING FOR THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT, (II) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS, AND (III) YOU ARE NOT BARRED FROM USING THE SERVICES AND HAVE ALL RIGHTS, LICENSES AND AUTHORITY TO USE THE SERVICES.

‍ARBITRATION NOTICE: PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

BY USING, REGISTERING FOR, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, REGISTER FOR, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

CERTAIN FEATURES OF THE SERVICES OR SITE MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

2. Description of Services

(a) Formation Service: As part of our Services, we provide you with online self-help tools and materials to facilitate the formation of a U.S. business entity, along with the filling, execution, filing and storage of your own legal documents and related information in connection therewith (“Formation Service”).

(i) Name Searches. As part of the Formation Service, we can help you search for the availability of an LLC or corporate name (“Name Search”). You understand and agree that we cannot guarantee the availability of your desired LLC or corporate name, that our Name Search is limited to publicly available sources, and that you are ultimately responsible in all respects for determining the availability, non-infringement, and appropriateness of your desired LLC or corporate name. You understand and agree that acceptance of your desired LLC or corporate name by the relevant Secretary of State in connection with a filing does not necessarily mean that such LLC or corporate name does not infringe on an existing trademark or copyright. Consult with a trademark attorney to determine the availability and suitability of your desired LLC or corporate name for trademark purposes.

(ii) Selecting A Corporate Entity. Currently, our Formation Service enables users to form a limited liability company (LLC). Unless otherwise specified by you, all new LLCs formed via Collective shall be treated as “Disregarded Entities” and follow the default status provided under the applicable state of formation. You are solely responsible for obtaining any advisors and advice, including tax advice, and performing all research and diligence necessary or advisable with respect to the form of corporate entity and any related elections you choose. It is generally advisable that you make an initial contribution to your LLC, however, you are solely responsible for determining the appropriate amount to contribute, and we encourage you to consult with your own financial advisor prior to making such decision. The Collective Formation Service is merely designed to assist you in filling out and filing those documents necessary to form an LLC, and you authorize Collective and its service providers to perform such services.

(iii) S-Corp Election. Our Formation Services may enable users to elect S corporation tax treatment by helping to facilitate the filing of necessary documents and forms. You acknowledge and agree that our Formation Services merely facilitate S corporation tax treatment elections, and do not include any analysis or advice whether any such S corporation tax treatment is available or advisable. You are solely responsible for any decision to elect S corporation treatment and for ensuring that you are eligible for S corporation treatment. You acknowledge and agree that Collective has no responsibility or liability for your S corporation election. Collective does not guarantee that an S corporation election will reduce or minimize your personal or business tax liability, and expressly disclaims any particular results. Further, you are solely responsible for all tax obligations related to any S corporation election, and will indemnify, defend, and hold harmless Collective, its officers, directors, employees, and contractors from any against any damages, judgments, liabilities, losses, penalties, settlements, costs, and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees and contractors in connection with your S corporation election, including your acts and omissions related thereto.

State S Corporation Pass Through Entity Tax Election. Our Formation Services do not support the filing of any state election for your S corporation to be taxed at the entity level. If a member of your LLC has made a state election to be taxed at the entity level, you must promptly disclose to Collective that your existing S corporation has made this state election, and Collective reserves the right to deny or terminate your subscription to our Services.

(iv) Prior Formations and Elections. Collective is not responsible or liable for any prior corporate entities, partnerships, joint ventures or sole proprietorships you may have formed previously, any elections previously made or taken, or any other act or omission made by you prior to, or independent of, your use of the Formation Services. If your company was formed as an LLC, partnership, joint venture or sole proprietorship, or elected S-Corp status, prior to using the Formation Services, you represent and warrant that such entity, as applicable, is in good standing with relevant government entities, have filed all documents, applications and forms necessary to legally form and maintain such corporate entity, and have at all times complied with all applicable laws. We may, as a courtesy, provide notifications and suggestions related to any entity you may have previously formed, provided that such notifications and suggestions are made solely as a courtesy and Collective has no obligation to do so. The Formation Services are currently limited to assistance with LLC formation, and S corporation election for existing LLCs or C-corporations. (S corporation election services are only available on a state-by-state basis and may not be available in every state.)

(v) Annual Compliance Forms. Collective’s Formation Service does not include facilitating the preparation and filing of annual compliance forms that may be required by local jurisdictions in order to remain in good standing with such jurisdiction. While we may provide periodic notifications reminding you to file such forms along with any applicable fees, such notifications are made solely as a courtesy, and Collective undertakes no obligation to provide any such notifications or at any particular frequency. You agree that you are solely responsible for filing such forms in a timely manner as may be required by relevant jurisdictions, along with any applicable fees due.

(vi) Subsequent Establishments. Our Formation Service includes the establishment and registration of an initial single-member LLC entity during the onboarding process in one State only. Any additional and/or subsequent entity formations, registrations, re-domestications, employer registrations, etc. may incur additional fees that will be passed on to you.

‍(b) Document Materials: As part of the Services, you may receive access to guides, information and documentation related to starting and running a business. Such materials include a standard set of legal forms prepared by our partners. All documents and other materials available through the Services, including any descriptions, information, legal forms and other help resources (collectively, the “Document Materials”) are for informational and educational purposes only; they are not legal or financial advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal or financial advice or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal or financial advice nor the practice of law or financial services, and that the Document Materials are not customized to your particular needs.

‍(c) Bookkeeping Services: Collective offers various Bookkeeping Services.

(i) Training; Setup; Advice (TSA) Services. As part of our Services, we may make available to you one or more bookkeepers that provide our Training, Setup and Advice Services as described herein (“TSA Services”), which are designed to assist users in learning about bookkeeping best practices, financial record and book preparation, account reconciliation and related matters. Our TSA Services are educational and informational in nature, and include year round question and answer advice to assist our users with their businesses.

(1) Engagement Letters. Use of the TSA Services may require you to agree to additional terms and conditions, such as an annual engagement letter (“Engagement Letter”) and/or statement of work, which will be made available to you in connection with the services. The TSA Services Engagement Letter can be found here. Your Engagement Letter will automatically renew for successive one (1) year periods, unless you cancel your subscription to Collective’s Services.

(ii) Bookkeeping Services. Collective offers bookkeeping services, which includes categorization of transactions, reconciling bank accounts, closing books, etc. However, the exact nature and scope of such bookkeeping services will be detailed in your annual Engagement Letter with Collective (the “Bookkeeping Services”). The Bookkeeping Services Engagement Letter can be found here. For the avoidance of doubt, the exact scope and nature of any Bookkeeping Services will be set forth in your Engagement Letter or statement of work and Collective makes no commitment, and has no obligation, to provide any Bookkeeping Services to you, except as set forth in an Engagement Letter. IN NO EVENT WILL THE BOOKKEEPING SERVICES INCLUDE SENDING OR PAYING YOUR BUSINESS’ INVOICES, CALCULATING SALES TAXES, PROCESSING PAYROLL PAYMENTS OR FULFILLING ORDERS. You agree that if you engage Collective to provide Bookkeeping Services, that you will indemnify, defend and hold harmless Collective from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees, contractors and bookkeepers, in connection with any action, claim or suit arising from your use of the Bookkeeping Services, except to the extent caused by the gross negligence or willful misconduct of Collective and its bookkeepers. Your Engagement Letter will be automatically renewed each year, unless you cancel your subscription to Collective’s Services.

(iii) Bookkeeping Services Disclaimer. All advice and information made available by Collective in connection with the TSA Services and Bookkeeping Services is based on the information you provide to Collective or authorize Collective to obtain from your banks and other third party software platforms that sync data into our Bookkeeping Services, and the Bookkeeping Services cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Collective is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the TSA Services and Bookkeeping Services. Should you not provide timely and accurate information, including, but not limited to, keeping your bookkeeping in order, then we may disengage services.

(iv) No Guaranteed Results or Responses. Collective does not make any representation or warranty that the TSA Services or Bookkeeping Services will be appropriate for your needs or suitable for your business. Collective does not guarantee and expressly disclaims any particular results. SINCE THE TSA SERVICES AND BOOKKEEPING SERVICES ARE BASED ON THE INFORMATION YOU PROVIDE, Collective does not warrant that the TSA Services OR BOOKKEEPING SERVICES will be timely, accurate, current or complete. Collective may make available third party communication tools, to enable you to communicate with our bookkeepers, but Collective makes no representation or warranty that such tools are secure or that our bookkeepers will be able to respond to you in a timely manner.

‍‍(d) Tax Services: As part of our Services, Collective’s tax professionals may be able to assist you with your business’ tax preparation and filings, and to provide year round tax advice. The exact nature and scope of such tax services will be detailed in your annual Engagement Letter and/or statement of work with Collective (the “Tax Services”). The Tax Services Engagement Letter is available here. For the avoidance of doubt, the exact scope and nature of any Tax Services will be set forth in your Engagement Letter, and Collective makes no commitment, and has no obligation, to provide any Tax Services to you, except as set forth in an Engagement Letter or statement of work.

(i) Pre-Engagement. You may schedule a complimentary consultation with one of our advisors to learn about our services in order for you to determine whether our Services and tax professional(s) are appropriate for you and your business. You have full control over whether to proceed with any Services, and we encourage you to seek the advice of additional financial advisors and tax professionals before engaging Collective’s Services. In addition, Collective retains sole discretion as to whether it is willing to provide Tax Services to any particular user, and may refuse to enter into an Engagement Letter with any user for any reason.

‍ (ii) Engagement. If you decide to engage our tax professionals to provide Tax Services, you will need to execute an Engagement Letter, which will detail the nature and scope of the Tax Services to be provided. Your Engagement Letter, including any supplemental statement of work, will automatically renew each year, unless you cancel your subscription to Collective’s Services. In addition, your participation in certain Tax Services, or engagement of certain tax professionals, may be subject to additional terms and conditions, and such terms and conditions will be made available to you in connection with the Tax Services. You agree that if you engage Collective to provide Tax Services, that you will indemnify, defend and hold harmless Collective from any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees, contractors and tax professionals, in connection with any action, claim or suit arising from your use of the Tax Services, except to the extent caused by the gross negligence or willful misconduct of Collective and its tax professionals.

(iii) Tax Returns. If your Engagement Letter includes the preparation of tax returns, we will prepare your income tax returns based on the information you provide our tax professionals. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. You agree to provide us with all the necessary information required for preparing the returns.

(1) Tax Returns Disclaimer. Our work in the preparation of tax returns cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We assume you are properly and timely discharging any and all other tax reporting obligations for which you are responsible. Unless otherwise set forth in our Engagement Letter or statement of work, our tax preparation Services are limited to the preparation of state and federal income tax returns, and does not include consultation on any other taxation issues, including local or sales taxation. In the event you terminate the Services prior to the completion and/or filing of your tax returns, Collective shall not have any responsibility, or liability with respect, to completing or filing your tax returns.

(2) Tax Year. Our tax preparation Services pertain only to the tax year and the tax returns specific in the Engagement Letter or statement of work, and our responsibilities do not include preparation of any other tax returns that may be due to any taxing authority.

(3) Your Recordkeeping Responsibilities. You acknowledge and agree that you understand state and federal recordkeeping requirements, including those of the Internal Revenue Service (IRS) and you agree to comply with those requirements and that as between you and Collective, Collective has no responsibility in this regard.

(4) Spouses. If agreed upon in an Engagement Letter or statement of work, Collective may assist in the preparation of a joint tax return with you and your spouse, at an additional cost. Collective only offers these services in connection with joint tax returns that do not include your spouse’s business or business income.

(5) State Income Tax Filing Nexus. Businesses and individuals may be subject to non-resident income tax filings in more than one state based on activity, sales, property, or payroll in that state. You acknowledge and agree that Collective has no responsibility or liability for notifying you of any such filing requirements for a state other than the state for which we provided the Formation Service; nor is Collective responsible for performing any analysis to determine whether nexus is established for any particular state. However, if your business generates more than $10,000 in gross income or if 25% of your business’s total gross income is derived from sources within a state in which you do not reside or in a state for which we did not provide the Formation Service, Collective may, at our sole discretion, assist with preparing additional state returns at an additional cost to you. You are solely responsible for timely notifying Collective if your business income meets either of these thresholds. Further, you are solely responsible for any tax liability or associated penalties and interest resulting from not filing any required state tax returns.

‍ (iv) Tax Services Disclaimer. All advice and information made available by Collective in connection with the Tax Services is based on the information you provide to Collective. Collective is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Tax Services.

‍ (v) No Guaranteed Results or Responses. Collective does not make any representation or warranty that the Tax Services will be appropriate or suitable for your needs. Collective does not guarantee and expressly disclaims any particular results. SINCE COLLECTIVE’S PERFORMANCE OF THE TAX SERVICES IS BASED ON THE INFORMATION YOU PROVIDE, Collective does not warrant that the Tax Services will be timely, accurate, current or complete. Collective may make available third party communication tools to enable you to communicate with our tax professionals, but Collective makes no representation or warranty that such tools are secure or that our tax professionals will be able to respond to you in a timely manner.

(vi) State and Local Taxes. Our Tax Services are limited to the preparation of state and federal income tax returns, and do not include consultation on any other taxation issues. Collective makes no commitment, and has no obligation, to provide any advice, information or consultation regarding state or local tax matters outside of the scope of the services set forth in our Engagement Letter or any accompanying statement of work.

State and Local Franchise, Excise and/or Gross Receipts Taxes. Businesses may be subject to state franchise, excise, and/or gross receipts taxes which are separate from income tax filings. Collective will not file any franchise, excise, and/or gross receipts returns on your behalf. While we may, as a courtesy, help remind you about filing your annual state fees and/or taxes, such as an annual minimum franchise tax, such notifications are made solely as a courtesy and Collective has no obligation to provide such notification or notify you at any particular frequency. You are solely responsible for all franchise, excise, or gross receipts tax filings, third party fees and taxes related to your franchise, excise, and/or gross receipts tax liability.

State and Local Sales Tax. Collective will not advise on, report, track, remit or determine sales tax collection obligations on your behalf. You are solely responsible for determining sales tax obligations, filing sales tax returns, and remitting any tax to the applicable state.

‍(e) Gusto Payroll Service. Our Services include access to Gusto, Inc.’s (“Gusto”) payroll calculation, payment, and related tax reporting services (collectively, the “Gusto Payroll Service”). The Gusto Payroll Service is provided directly to you by Gusto. Collective does not provide or perform any of the Gusto Payroll Service made available to you by Gusto. Gusto provides to you (i) onboarding and managing human resources; (ii) calculating payroll and associated liabilities on behalf of your company; (iii) processing payments, on behalf of your company, to Individual Users; (iv) withholding, filing, and remitting payroll tax payments and filings; and (v) remitting certain wage garnishments on behalf of your company to local, state, or federal agencies (see the Gusto Terms linked below for a full description of the Gusto Payroll Service). Use of the Gusto Payroll Service is subject to (A) your enablement of the Gusto Payroll Services, in accordance with Gusto’s Embedded Payroll Terms of Service, currently located at https://flows.gusto.com/terms (the “Gusto Terms”); (B) Gusto’s agreement to provide you with the Gusto Payroll Service; and (C) your acceptance of the Gusto Terms, as may be updated by Gusto from time to time. As Gusto is a separate entity from Collective, Collective cannot control and is not responsible for the actions, errors, or omissions of Gusto in connection with the Gusto Payroll Service provided to you by Gusto, and Gusto’s liability for any such actions, errors, or omissions would be governed by the Gusto Terms as between you and Gusto. In accordance with the Gusto Terms, you understand and agree that Collective may (i) offer and assist with your registration, access, and use of the Gusto Payroll Service by sharing information about you with Gusto; and (ii) conduct activity on your behalf in accordance with these Terms. Collective may also restrict, suspend, or terminate your ability to view, access or activate the Gusto Payroll Service, at any time or for any reason without notice to you. You understand and agree that by providing access to the Gusto Payroll Service, Collective is not acting in a fiduciary capacity in providing your company and/or Individual Users with the Gusto Payroll Service. You also acknowledge and agree that Gusto, not Collective, will be receiving, holding, and disbursing funds from you and on your behalf in connection with the Gusto Payroll Service. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Gusto Payroll Service may be inaccessible and unavailable, with or without notice. It is your responsibility to comply with any requirement of Gusto in its provision of the Gusto Payroll Service, including submitting complete, timely, and accurate information either directly to Gusto or to Collective acting as a service provider to Gusto. You agree to respond timely and accurately to requests for additional information, as may be requested from time to time by Gusto or Collective. You represent and warrant that for any information you share with us in connection with the Gusto Payroll Service, you have the authority to share such information. “Individual User(s)” means your company’s eligible employees and independent contractors as that term is used in the Gusto Terms.

(f) Additional Services: We also provide you with online self-help tools, materials and/or introductions to our Service Providers to facilitate the (i) designation of a registered agent for your business (“Registered Agent Service”), (ii) application for a Federal Tax Identification Number / Employer Identification Number (“EIN Service”), (iii) selecting, establishment and funding of a bank account (“Bank Account Service”), (iv) preparation, execution, and/or filing and storage of applications for certain licenses for your business, and (v) the filling, execution, filing and/or storage of certain corporate documents (e.g. operating agreements, meeting minutes, statement of information, etc.) in connection with the operation of your business (“Corporate Documents Service”).

(i) ‍ Registered Agent Service: Collective does not provide registered agent services. However, we may make referrals to Service Providers who provide registered agent services. Should you choose to designate one of our Service Providers to act as your Registered Agent (the “Registered Agent Service”), you authorize the Service Provider to receive service of process, including any notices of legal proceedings, other legal notices, or official government communication, and any items covered by the respective statute, rule, or regulation on your behalf. You further authorize your Registered Agent to scan, upload and transmit any such communications received on your behalf to your email address and into your account. When appropriate, the Service Provider may also forward physical mail received on your behalf to the business address we have on record. It is your responsibility to keep your business address and contact information up to date. Any communications received by your Registered Agent will be directed towards the business address and business owner we have on file. To ensure uninterrupted service, Registered Agent Service will automatically renew for successive 1 year terms upon each anniversary of your subscription to the Services. Should you wish to terminate services with your Registered Agent, it is your sole responsibility to provide at least 30 days written notice to your Registered Agent regarding your intent to terminate the Registered Agent Service.

You may also terminate the Registered Agent Service at any time by contacting Collective during our normal business hours. Should you terminate the Registered Agent Service, or in the event it is terminated due to your non-payment of fees for the Services, you are solely responsible for submitting any necessary change of agent paperwork with the applicable state agencies to comply with your state’s regulations. By canceling the Registered Agent Service, you acknowledge and understand that the registered agent service provider will take necessary steps to resign as your registered agent and cease to act as your Registered Agent. Upon such resignation, Collective and any of its affiliates, directors, agents, employees, or other Collective Service Providers will stop all Registered Agent related services. Any fees associated with completing such a change of agent are your sole responsibility. Specific information regarding the change of registered agent process and any related government fee information can be found on your state’s website. In the event that your business entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify Collective of this dissolution so that we may facilitate termination of the Registered Agent Services that are no longer needed. Until we are notified otherwise, your Registered Agent subscription will continue to renew.

(ii) Bank Account Service. You are solely responsible for selecting any bank you desire to use in connection with our Bank Account Service, and your use and participation in such Banking Services may be subject to

(iii) Business Licenses. Collective does not provide business license services. However, we may provide general information related to the process involved in obtaining a business license, and may provide users with referrals to Service Providers who may be able to assist users in obtaining a business license. Collective has no responsibility with respect to your business license(s), including determining any required license(s), the payment of applicable fees or maintenance or cancellations thereof.

‍(g) Service Providers: You acknowledge and agree that any or all of the Services, including Additional Services, listed in this Agreement may be provided to you by third party service providers (“Service Providers”). In such instances, you agree that you will be required to accept and comply with the terms of service of such Service Provider with respect to the provision of services from Service Provider to you. For more information regarding our Service Providers, please see here. You explicitly authorize Collective and/or its Service Providers to fill, sign, and file forms and applications (“Forms”) on your behalf, to the extent necessary to provide you with the Services. You are not required or obliged to work with any of our Service Providers, and none of our Service Providers are required or obliged to work with any particular user. In the event you elect to work with one of our Service Providers, you acknowledge and agree that you are solely responsible for determining whether such Service Provider is appropriate for your business and holds the qualifications, training and skills necessary for your business. You are solely responsible for, and assume all risk arising from your election to receive and your receipt of any services from Service Providers. We may, upon your written request, attempt to introduce you to additional Service Providers, however, we do not guarantee the availability or willingness of any Service Provider to assist you. You agree to take full responsibility for providing Collective and/or its Service Providers with all necessary information to complete such Forms, and to communicate and cooperate with Collective and its Service Providers in all regards and in a timely manner with regards to the completion and filing of the Forms, as well as any other processes required by Collective or its Service Providers to provide you with the Services.

(i) No Responsibility for Advice and Information Provided. Collective is merely a facilitator of introductions between you and any Service Providers. Collective is not responsible for any advice or information provided by any Service Provider. Collective does not control any Service Providers and is not responsible for the timeliness or responsiveness of any Service Provider.

(ii) Information Shared With Service Providers. If you elect to receive services from Service Providers, you authorize us to submit to the applicable Service Provider any documents and information about you, your business and your business’ employees and consultants that are necessary for such Service Providers to provide the services to you, including, without limitation, payroll information, bank account information, employees’ and consultants’ bank account information, and any additional information, such as the personal information of your employees or consultants, requested by such Service Providers that you have provided to us in connection with these Terms and your receipt of the Services (collectively, the “Shared Information”). You are responsible for the accuracy of all Shared Information. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to you and for you to provide it to Service Providers, and that our use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by electing to receive services from a Service Provider, and by consenting and authorizing us to submit your Shared Information to Service Providers, you have waived and released any claims against us and our directors, officers, and employees arising out of a Service Provider’s use of Shared Information, even if that use is not authorized by the applicable agreement between User and the Service Provider.

‍(h) Not a Legal Service: You acknowledge, understand, and agree that: (i) Collective is not a law firm and as such provides no legal advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal and financial reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, tools, and materials provided through the Services are provided to you for informational and educational purposes only and do not constitute legal advice, and (iv) none of the Services is intended to create an attorney-client relationship, and if you communicate with Collective then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney. If you require financial advice, you should consult with a financial advisor. You are and will be representing yourself in any matter you undertake using the Services.

(i) Third Party Tools. We may make available certain third party tools from time to time to assist you with running various aspects of your business. We may update, replace and/or discontinue some, or all, of these tools at any time, without notice. The use of third party tools may be subject to additional terms and conditions, which will be made available to you, and you are solely responsible for reading and understanding such terms and conditions prior to any use of applicable tools. You are solely responsible for your acts and omissions with regards to such third party tools, and agree to indemnify, defend and hold harmless Collective, its officers, directors, employees and contractors from and against any and all damages, judgments, liabilities, losses, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) incurred by Collective, its officers, directors, employees, and contractors, in connection with any action, claim or suit arising from your use of any third party tools. Collective makes no representations or warranties with respect to any third party tools, including warranties of accuracy, timeliness or completeness.

(j) Calculators and Interactive Tools. We may offer certain calculators and other interactive tools as a convenience. These calculators and tools are for informational purposes only. Collective makes no representations or warranties that such calculators or tools are comprehensive, timely or accurate.

(k) Your Responsibilities: You are solely and exclusively responsible for (i) managing your business, (ii) keeping your address, contact, and other business information updated with your bank, Service Providers, and government authorities, (iii) communicating with your bank, Service Providers, and government authorities, (iv) observing filing deadlines and filing requirements, (v) paying any applicable fees and taxes, (vi) verifying the availability and appropriateness of the desired business name, (vii) dissolving your business, if desired, (viii) entering information accurately, and (ix) complying with the law. Failure to do any of the foregoing may result in delays in the Services or termination of your account.

The Services may enable you to send and receive valid e-signatures in the United States under the 2000 U.S. Electronic Signature in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted by individual states. Collective does not authenticate users’ signatures or identities. By using the Services, you hereby consent to using electronic signatures on Collective. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature or any resulting contract signed using Collective’s electronic signature service and technology.

3. Your Account

In the course of registering for and using the Services, you may be required to provide Collective with certain information, including your name, contact information, social security number (for the EIN Service), bank account information (for the FTB Service), business information, username and password (“Credentials”). Collective handles such information with the utmost attention, care and security. Nonetheless, you, not Collective, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information or other information relating to your account changes, you must notify Collective promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Collective of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Collective immediately.

For the sake of clarity, we will ask for your social security number in connection with the provision of the EIN Service and Form 2553 filing.

4. Content

A variety of information, messages, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Collective or its suppliers (“Collective-Supplied Content”). While Collective strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Collective cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Collective-Supplied Content. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION THAT CONSTITUTE PART OF THE CONTENT EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, SERVICE PROVIDERS, ARE THOSE OF THE AUTHORS OR DISTRIBUTORS AND NOT OF COLLECTIVE OR ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. COLLECTIVE NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, SUBMISSION, POSTING, OR STATEMENT MADE THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL COLLECTIVE, OR ITS AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES.

You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

You agree that you are solely responsible for and that Collective has no responsibility to you or to any third party for any User Content, and for the consequences of your actions (including any loss or damage which Collective may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are responsible for the actions of anyone else you permit to use your account and for any User Content that such individuals might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Collective does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Collective be liable in any way for any such Content.

Collective may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Collective may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Collective may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Collective has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.

Collective reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from Collective. In the event that you elect not to comply with a request from Collective to take down certain Content, Collective reserves the right to directly take down such Content.

By submitting, posting or otherwise uploading User Content on or through the Services you give Collective a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable, and non-exclusive license to file, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Collective to provide you with the Services, and for the limited purposes stated in our Privacy Policy.

Any tax advice included any communication may not contain a full description of all relevant facts or a complete analysis of all relevant tax issues or authorities. Such communication may not be used for the purposes of avoiding tax and/or penalties. Such communication is solely for the intended recipient’s benefit and may not be relied upon by any other person or entity.

Any communication (including messages and any attachments) may contain confidential information intended for a specific individual and purpose, and is protected by law. If you are not the intended recipient, you should delete such message and any disclosure, copying, or distribution of this message, or the taking of any action based on it, by you is strictly prohibited.

5. Proprietary Rights

You acknowledge and agree that Collective (or Collectives licensors) own all legal right, title and interest in and to the Services, Document Materials, and Collective-Supplied Content and that the Services, Document Materials, and Collective-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Except as provided in Section 4, Collective acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Collective, you agree that you are responsible for protecting and enforcing those rights and that Collective has no obligation to do so on your behalf.

6. License from Collective and Restrictions on Use

Collective gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services solely for your internal business use, in the manner permitted by these Terms.

You may not (and you may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Collective, in writing (e.g., through an open source software license); or (ii) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

You may not publicly share, redistribute, or sell Document Materials without Collective’s express written consent.

You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.

You may not access the Services for the purpose of bringing an intellectual property infringement claim against Collective or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather Content from the Services.

You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Collective, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 18, as the Services are not intended for use by individuals under 18.

7. Pricing Terms

(a) Generally. We provide the Services to you at the rates and for the fees (“Fees”) described in our Pricing Terms, which will be communicated to you in the course of your registration for and/or use of the Services, and are incorporated into this Agreement. These may include one-time Fees for formation and related filing services and costs; and may include ongoing fees for maintaining your business status or for providing the Services. Generally, we charge our Fees up front prior to the performance of any Services, and charge for any expenses in arrears. Unless otherwise stated, all Fees are non-refundable, including if you terminate your subscription prior to the end of your subscription term. In the event you fail to make any payment, Collective will provide you with seven (7) days to cure such failure, otherwise Collective may terminate these Terms with or without notice. Collective may charge the payment method (e.g., credit card, debit card, or PayPal) you provided to Collective (or to its Service Provider) in connection with such ongoing fees. If Collective collects fees for services provided by Service Providers, Collective’s sole role is to collect and remit fees to these Service Providers. Collective may also facilitate direct payments to Service Providers, cities, states and other governmental agencies. If Collective facilitates direct payment to Service Providers, cities, states or other governmental agencies, Collective takes no role or responsibility in the collection or remittance of fees. Collective does not take on any obligation with respect to the delivery of the relevant services provided by Service Providers. To the extent the Fees you provide Collective include amounts associated with the filing fees for Forms, you authorize Collective to pay such filing fees on your behalf. For the sake of clarity, Collective does not remit income or payroll taxes, or hold money on behalf of the client.

(b) Subscription Fees; Automatic Renewal. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you select your subscription package (each, a “Service Commencement Date”). Except as set forth in these Terms, all fees for the Services are non-refundable. Your subscription will continue indefinitely until terminated in accordance with these Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at Collective’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days’ prior to the Renewal Commencement Date. If you cancel your subscription in accordance with this Section, your subscription will terminate at the end of the month for which Service Subscription Fees have been paid.

(c) Discounts and Other Promotions. Any discount or other promotion must be used within the specified time of the trial. At the end of the trial period, your discount or other promotion will expire and no further discounts or promotional benefits will be provided.

(d) Taxes. The payments required under this Section do not include any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

(e) Referral Programs. Collective may, from time to time, offer certain referral incentive programs, subject to the additional terms that accompany such programs. Unless otherwise stated in the applicable referral program terms, all amounts owed by Collective to users will be provided in the form of a credit that may only be applied to the Services, and will not be transferable.

8. Privacy Policies

These Services are provided in accordance with our Privacy Policy, which can be found here. You agree to the use of your User Content and personal information in accordance with these Terms and Collectives Privacy Policy.

Notwithstanding anything to the contrary, you agree to permit Collective to identify your business as a customer and to use your name and/or logo in Collective’s website and marketing materials.

(a) Gusto Payroll Service. You understand and agree that Collective and Gusto may share data with one another in order to facilitate your use of the Gusto Payroll Services. Data that we receive from Gusto will be subject to and governed by our Privacy Policy. If you are a company and provide Individual User data to Collective, either directly or through Gusto, you represent and warrant that you have provided notice to and obtained consent from those Individual Users regarding your sharing of Individual User data with Collective. If you are an Individual User, you acknowledge and understand that in providing the Gusto Payroll Services, Collective and Gusto act as an intermediary between you and your company; as such, you authorize Collective to share with your employer any information that you provide to Collective, directly or through Gusto, in connection with the Gusto Payroll Services.

9. Modification and Termination of Services

Collective is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Collective provides may change from time to time without prior notice to you, subject to the terms in these Terms and our Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

You may terminate these Terms at any time by canceling your subscription to our Services. You will not be entitled to receive any refunds if you cancel your subscription to the Services.

You agree that Collective, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Collective will not be liable to you or any third party for such termination.

You are solely responsible for exporting your User Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your User Content.

Upon any termination of the Services or your account, these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Following cancellation of your account, you will have a reasonable period of time to download all data and information you have saved with our Services, and to transition/close any accounts with any Service Providers and/or tools you may have created via the Services. You are solely responsible for any and all matters related to your business following termination of your Account, including the preparation and filing of your personal and business tax returns, unless Collective otherwise agrees in writing. Collective will not have any further liability or any obligations with respect to your business or any Service Providers you may have engaged via the Services, including without limitation, corporate compliance issues, business license renewals and/or closures, EIN closures, bank accounts, tax returns and bookkeeping.

10. Changes to the Terms

These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

11. Disclaimer of Warranty

(a) Generally. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES (INCLUDING BUT NOT LIMITED TO THE GUSTO PAYROLL SERVICES), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

(b) Service Providers. COLLECTIVE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, OPINIONS OR ADVICE PROVIDED THEREBY.

(c) Your Actions. COLLECTIVE SHALL HAVE NO RESPONSIBILITY FOR YOUR ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR YOU, AND FOR ANY RELIANCE THEREON. YOU ARE ALSO RESPONSIBLE FOR ANY ACTS OR OMISSIONS TAKEN WITH RESPECT TO ANY INFORMATION OR ADVICE PROVIDED BY OR ON BEHALF OF COLLECTIVE.

(d) Limited Exclusions. NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT COLLECTIVE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

12. Limitation of Liability

SUBJECT TO SECTION 11 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COLLECTIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS ON COLLECTIVE’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT COLLECTIVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COLLECTIVE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

13. Indemnification

You agree to hold harmless and indemnify Collective, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or Service Providers (collectively “Collective and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, (d) Collective and Partners’ use of or reliance on information provided to Collective by your company or an Individual User, or (e) your User Content or use thereof, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

14. Third-Party Content & Services

The Services may include references or hyperlinks to other web sites or content or resources or email content. Collective has no control over any websites or resources which are provided by companies or persons other than Collective.

You acknowledge and agree that Collective is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.

You acknowledge and agree that Collective is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

The Services may also incorporate certain third party software and services (“Third Party Services”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Services. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Services.

For additional details regarding our Service Providers and the specific Third Party Services we use, see https://www.collective.com/service-providers.

15. Feedback

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Collective under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.

16. Arbitration

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Collective and limits the manner in which you can seek relief from us.

‍(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site or Services, or to any aspect of your relationship with Collective, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Collective may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 660 4th St. #136, San Francisco, CA. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Collective. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(d) Waiver of Jury Trial. YOU AND COLLECTIVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Collective are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Santa Clara County, California. All other claims shall be arbitrated.

(f) Severability. Except as provided in subsection 16(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(g) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Collective.

17. Miscellaneous

These Terms, together with our Privacy Policy, Pricing Terms, and any other terms or policies incorporated into these Terms, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Collective to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Collective must be in writing and shall only apply to the specific instance identified in such writing. You acknowledge and agree that Collective shall not be responsible or liable for any delays, damages, losses or other liabilities arising from any cause or circumstance outside of Collective reasonable control, including any act of God or other force majeure event. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Collective does not sell, nor does it offer to sell, any securities. No information provided through the Services is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell. Collective is not a registered security broker or dealer and is not regulated under the securities laws. Any company, investor or other user who uses the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. Collective recommends that all companies and investors who use the Services seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable. In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United State securities laws, and it is your responsibility to verify such. A general solicitation or advertising may result in the loss of an applicable securities law exemption. All materials on this Site are strictly for informational purposes only. Collective has not investigated, and is not responsible for, the accuracy or completeness of any information or User Content provided through the Services.

18. Contact Us

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at collective.com/contact.

When submitting a complaint, please provide a brief description of the nature of your complaint and the specific services to which your complaint relates.