Terms of Service
Last updated 06/07/2021
To make these Terms easier to read, the Site, our services and App are collectively called the “Services”. For purposes of these Terms, “Services” will also be deemed to refer to the Card (as defined below), where applicable.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND MILLIONS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 23 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
The Millions Card
(a) Generally. As part of the Services, you will have access to and be able to use the Card. In these Terms, “Card” means the Millions Visa® Card (both the Virtual Card and the Plastic Card, both as defined below) that is issued by the Bank through which you can obtain funds from your linked bank account to deposit into your Millions account. The Card issued to you will be in the form of a virtual card (“Virtual Card”) and a physical card (a plastic card which will be delivered to you) (“Plastic Card”), with both Cards carrying and representing the same assigned 16-digit Card number. For the avoidance of doubt, the use of your Virtual Card will have the same legal effect as when you use your Plastic Card.
(b) Requesting Your Card. To request your Card, follow the directions provided by Millions via the App or the Services. You will need to provide personal information in order to verify your identity during Millions App Account and Card account creation and setup. You should receive your Virtual Card soon after you request one once you follow the instructions on the App or through the Services. You will be able to use your Virtual Card as soon as you receive it,. You should receive your Plastic Card thereafter within 5-7 business days or more after we receive your request for a Card. You must activate your Plastic Card before it can be used. To activate your Plastic Card, follow the steps and instructions for activation (including with respect to your PIN for the Plastic Card) available on your Plastic Card or your Cardholder Agreement, or through the applicable Services, as applicable.
(c) Using Your Card. You may use your Card to make purchases in accordance with these Terms and of your Cardholder Agreement. You are required to notify us immediately by calling the number printed on the back of your Card, if you believe the Card is lost or stolen.
(d) Fees. We will not charge you any fees for the initial issuance or use of the Card. However, certain fees may apply as further described in the Cardholder Agreement.
Agreement to Terms
By using our Services or using or authorizing any other person to use your Card, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not use the Services.
Changes to these Terms or the Services
We may update these Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. You acknowledge and agree that we shall not be liable to you or any third party if we exercise our right to modify, change or discontinue the Site, the App or any Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services; Participating in the Card Program
- Age. You may use the Services only if you are at least 18 years of age or older and capable of forming a binding contract with Millions (or such other minimum age at which you can enter into a binding contract under the laws of your territory), and are not otherwise barred from using the Services under applicable law.
- Account Access Information. You will need a Millions App Account to access the Services. It’s important that you provide us with accurate, complete and current Millions App Account information and keep this information up to date. If you don’t, we might have to suspend or terminate your Millions App Account. To protect your Millions App Account, keep the account details and password (collectively, “Account Access Information”) confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your Millions App Account, including all payments and other activities that you authorize using the Card, including for all activities of any other person you permit to have access to your Millions App Account and/or Card or Card number, as set forth in further detail in your Cardholder Agreement. Your Millions App Account and Card account may only be accessed through the Services.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
Mobile Services Disclaimer
The Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device; (ii) the ability to browse the Services and the Site from a mobile device; and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Through your use of the Services, you can use your Millions App Account to enter into sweepstakes, or drawings for prizes (collectively, the “Millions Sweepstakes”). Each Millions Sweepstakes will be governed by the then-current applicable Official Rules for such Millions Sweepstakes as posted through the Services. You may enter into these Millions Sweepstakes by using tickets that are credited to your Millions account and which correspond to your purchases and other transactions made with your Millions Card (“Tickets”). Tickets can only be used on the Services and are non-transferrable, may not be resold, and are not redeemable for cash, cash equivalent or other consideration.
BY PARTICIPATING IN THE MILLIONS SWEEPSTAKES VIA THE SERVICES, YOU ARE AGREEING TO ANY ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO THE MILLIONS SWEEPSTAKES INCLUDING, WITHOUT LIMITATION, THE THEN-CURRENT OFFICIAL RULES GOVERNING THE APPLICABLE MILLIONS SWEEPSTAKES POSTED THROUGH THE SERVICES. User Content (as defined below) submitted in connection with any Millions Sweepstakes may be retained by Millions after conclusion of the Millions Sweepstakes. All participants must observe commercial standards of fair dealing and honesty in fact in participating in the Millions Sweepstakes.
Your Content and Materials
- Posting Content. Our Services, including the Mobile Services, may allow you to store or share content including, but not limited to, text (in posts or communications with others), graphics, images, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Millions does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Permissions to Your User Content. By making any User Content available through the Services you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
- Your Responsibility for User Content. You are solely responsible for all your User Content and any use or reliance on any User Content by other users of the Services is at your own risk. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content posted via the Services or endorse any opinions expressed via the Services.
- Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Card-Linked Offers Program
- By registering a payment card in connection with transaction monitoring, you authorize Figg Inc. on behalf of Millions to share your payment card information with payment card network, such as MasterCard or Visa, so it knows you enrolled. You authorize payment card network to monitor transactions on your registered card(s) to identify qualifying purchases in order to determine whether you have qualified for or earned an offer linked to your payment card, and for payment card network to share such transaction details with Figg Inc. and Millions to enable your card-linked offer(s) and target offers that may be of interest to you. You may opt-out of transaction monitoring on the payment card(s) you have registered by emailing firstname.lastname@example.org.
- Not all Visa, MasterCard, and American Express cards are eligible for registration. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, MasterCard-, and American Express-branded cards whose transactions are not processed through the Visa U.S.A payment system, MasterCard payment system, and/or American Express payment system are not eligible to participate.
- Not all transactions with your registered Visa, MasterCard and American Express card are tracked by Visa, MasterCard and American Express. You acknowledge that Visa, MasterCard, and American Express may be unable to monitor every transaction made with your enrolled Visa, MasterCard, or American Express card, including PIN-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa, MasterCard, or American Express card as a funding source but you do not present your card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the Visa U.S.A., MasterCard, and American Express payment systems, and that these transactions are not eligible.
- If you register a debit card, your transaction must be processed as a 'credit' (i.e., signature) transaction to make sure the transaction can be monitored. Do not use a Personal Identification Number (PIN) when paying for your purchases with your enrolled card if you want the transaction to be eligible for rewards or offer completion.
- Statement credits will not appear or be reflected on your transaction receipt from the Merchant at the time of purchase, and will instead be reflected on your periodic card statement. Subject to eligibility verification and settlement of the Qualifying Transaction, statement credits will typically appear on your card statement approximately 30 days after the qualifying transaction but may be subject to delays.
- Statement credits cannot be processed if your card number expires or changes while the statement credit is pending and not settled, or your card account is not open or in good standing. You may not receive a statement credit if it is not posted by your card issuer. Millions, the applicable card network, and your issuer have no responsibility or liability for the failure of a statement credit to be posted, or for any finance or other charge, or impact on any rewards, feature, or term of your account resulting from the statement credit.
- In no event shall the applicable card network be considered as maintaining any type of financial obligation or deposit or other asset account, or holding funds or other value for you for distribution to you. Any pending statement credits and any associated dollar values represent offer fulfillment amounts in process owed by the applicable merchant, and not your funds or balances maintained or held by the payment card network or Millions.
- TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MILLIONS AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MILLIONS AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) DO NOT WARRANT THE DATA, CONTENT, ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE PROGRAM, INCLUDING WITHOUT LIMITATION TRANSACTION DATA OR USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, TO BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.
- UNDER NO CIRCUMSTANCES WILL [PROGRAM PROVIDER] OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS OR PAYMENT PROCESSORS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE PROGRAM, EVEN IF PROGRAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL MILLIONS OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD PARTY PARTNERS’ OR SUPPLIERS’ (INCLUDING PAYMENT CARD NETWORKS’ AND PAYMENT PROCESSORS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PROGRAM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED $100,000,000.
To opt out of our program and unlink your cards, you must follow the steps below:
- Go to account settings
- Click on delete card
- Confirm you want to delete card
- You must repeat this process for every card you wish to delete
Rights and Terms for Apps
- App License. If you comply with these Terms, Millions grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
- Additional Information: Apple App Store. This Section 10(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
General Prohibitions and Our Enforcement Rights
If we notice a pattern of activity that we determine to be suspect, or in violation of these Terms or the Cardholder Agreement, we reserve the right to suspend access to the Services and to your funds in your Millions Card Account until an investigation into Millions App Account and Card Account activity can be completed and to terminate your use of the Services. In addition, you agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, Millions’ name, any Millions trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Millions’ express written consent;
- Attempt to probe, scan or test the vulnerability of any Millions system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Millions or any of Millions’ providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Millions or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Millions trademark, logo URL or product name without Millions’ express written consent;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Engage in transactions related to or in furtherance of any of the following activities:
- The sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety;
- Marijuana-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana);
- Illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi or pyramid schemes, and money laundering;
- Adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services;
- Debt collection, relief, or counseling; (vi) Gun sellers and firearm or ammunition sales;
- Unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations;
- White label ATM services; and
- Promotion of hate, violence, harassment, or abuse;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Use the Services for any fraudulent or unlawful purpose, including to defraud Millions, the Bank, or other users of the Services in any way;
- Receive or attempt to receive duplicate compensation for a disputed payment from the recipient, Millions, the Bank, and/or other financial institutions;
- Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing
Millions is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Millions respects copyright law and expects its users to do the same. It is our policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright Policy at millions.app/copyright, for further information.
Links to Third Party Websites or Resource
The Services (including the App) may contain links to other independent third party websites or otherwise allow you to access third party websites or other resources. We provide access only as a convenience and are not responsible for and do not endorse the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third party resources. You should review applicable terms and policies, including privacy and data gathering practices, of any such third party websites and/or resources, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any such third party.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your Millions App Account, at our sole discretion, at any time and without notice to you. You may cancel your Millions App Account at any time through the App and the functionality of the Services. Upon any termination, discontinuation or cancellation of the Services or your Millions App Account, the following Sections will survive: 6, 9(b), 9(c), 11, 14, 17, 19, 20, 21, 22, 23, and 24.
Promotions and Referrals
We may, at our sole discretion, make available promotions (that may or may not be based on user referrals) that may include different features to any users or prospective users of our Services. These promotions, unless made to you, shall have no bearing whatsoever on your relationship with us.
We may inform users of any such promotions or Referral Programs through email or in-App notifications, and also to prospective users (in addition to existing users) through such media as online advertisements, social media, and/or other forms of communication.
Compliance with Applicable Law and Bank Rules
You agree, in accessing and using the Services (including, without limitation, the Card), to comply with: (a) all applicable laws, statutes, ordinances, rules, regulations, standards, guidance, or opinions enacted, issued, promulgated, enforced or entered by any federal, state, local or other governmental to anti-bribery or anti-corruption; and (b) any written policies, guidelines, or directives that we and/or the Bank may provide to you.
THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE CARD) ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE AND OUR AFFILIATES AND THEIR RESPECTIVE MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS, AND THE BANK (COLLECTIVELY, THE “COMPANY PARTIES”) EXPLICITLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION: (A) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF THE SERVICES AND THE CONTENT THEREIN; (C) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (D) THE SITE AND APPLICATION AND THEIR RESPECTIVE CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COMPANY PARTY; AND (E) THAT ACCESS TO OR USE OF THE SERVICE OR THE CONTENT THEREIN WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
Your reliance upon the information available through the Services and your interactions with third party users identified through the Services is SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including any payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identifiable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services (including, without limitation, the Card).
The Services (including, without limitation, the Card) may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems.
You will indemnify and hold Millions and its officers, directors, employees, and agents, and the Bank, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content; or (c) your violation of these Terms or of any applicable laws, rules, or regulations.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MILLIONS OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE CARDS), OR THE BANK BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, FOR LOSS OF USE, DATA, GOODWILL, REVENUES, SAVINGS, BUSINESS OPPORTUNITY, OR PROFITS, OR FOR SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMTIATION, THE CARD), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MILLIONS OR ITS SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL MILLIONS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE CARD) EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO MILLIONS FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO MILLIONS, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MILLIONS AND YOU.
Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 23 (“Dispute Resolution”), the exclusive jurisdiction for all Disputes (defined below) that you and Millions are not required to arbitrate will be the state and federal courts located in New York, New York, and you and Millions each waive any objection to jurisdiction and venue in such courts.
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (with the exception of the Card, which is governed by the Cardholder Agreement) (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Millions agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Millions are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions. As limited exceptions to Section 23(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief. Except as provided in Section 23(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver. YOU AND MILLIONS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Severability. With the exception of any of the provisions in Section 23(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
- Reservation of Rights. Millions and its licensors exclusively own all right, title, and interest in and to the Services, including all content, including, but not limited to, the text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available through the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Millions and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Millions and you regarding the Services, with the exception of the Card, as noted in the introduction.
- Severability. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- No Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Millions’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Millions may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by Millions under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- No Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Millions as a result of these Terms or accessing or using the Services or its contents.
- Waiver of Rights. Millions’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Millions. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- Notice for California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
If you have any questions about these Terms or the Services, please contact us at email@example.com.