Effective Date: December 1, 2020
These General Terms of Service (“Terms”), together with the documents and policies incorporated and
referenced in these Terms, are a contract (the “Agreement”) between the User (“You”, “Your”, “Yourself”),
and Anchor Connect, Inc. (along with its affiliates, successors and assigns, “Anchor Connect”, “We”, “Us”,
or “Our”). This Agreement governs Your use of or interactions with Anchor Connect’s software, products,
services, or other offerings (collectively, the “Service”), the Anchor Connect platform and websites
(“Website”), Your Anchor Connect account and/or any other services, features, functions, offers or
promotions of Anchor Connect. All capitalized terms have the meanings given to them in these Terms,
unless otherwise indicated.
By electronically accepting this Agreement, or establishing an Anchor Connect account, or using the
Service after the Effective Date of these Terms, the User consents to and agree to comply with these Terms.
This Agreement includes and the User is consenting to:
When the User agrees to these Terms and accept this Agreement, the User does so on behalf of Yourself
and any person that You entitle or authorize to use Your Anchor Connect account (with You, each a “User”
of Your Anchor Connect account), as well as on behalf of Your Customer(s) and Vendor(s) to the extent
provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept
this Agreement for others.
1. Using the Anchor Connect Service. The Anchor Connect Service includes a platform that enables the
User to perform a variety of functions, including but not limited to, enter and track sales to third parties
(Your “Customers”), generate and send invoices to Your Customers, and schedule and receive payments
from Your Customers through platform integration with the our licensed money transmitter partners, and
manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts receivable
electronically. Anchor Connect is NOT a money services business, licensed money transmitter or provider
of money transmission services for the Service. Your level of access to the features and functions offered
through the Service will depend on Your Anchor Connect account type, if any, and/or how You interact
with the Service. Additional Terms may apply.
1.1 Eligibility to Use the Service. You represent and warrant that all Users: (a) are at least 18 years of age;
(b) reside in the United States; (c) have not previously been suspended or removed from the Service; and
(d) will provide any and all documentation as requested by Anchor Connect as needed to verify identity
and, if applicable, creditworthiness. The User understands and agrees that if You are a corporation,
partnership, or other organization organized under the laws of the United States (“United States Entity”),
then Your User(s) may access Anchor Connect account from outside the United States, where available.
1.2 Account Administrators. Each company account registered with Anchor Connect (an “Anchor
Connect account”) must have at least one User in the “Administrator” role to manage and control access to
the Anchor Connect account. The Administrator may invite and authorize other Users to access, establish Login Credentials for, and use the Anchor Connect account. The Administrator may revoke access and
authorization of a User. Information about User(s) and their use of the Service may be provided by Us to
the Administrator. If You are an Administrator, You understand and agree that You are responsible for any
actions or inactions of a User that are not in compliance with this Agreement.
1.3 Using This Service on Behalf of Another. If You use the Service on behalf of another, whether a
natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent
and warrant that You (1) are duly authorized and empowered by and for that Individual or Organization to
agree to these Terms and accept this Agreement on behalf of the Individual or Organization, and (2) do
accept this Agreement on behalf of the Individual or Organization; unless the Individual or Organization
has a separate paid contract with Anchor Connect, in which event the terms of that separate paid contract
will control. You also represent and warrant that You are duly authorized and empowered to use the Service
on behalf of the Individual or Organization.
1.4 Third Party Service Providers. You grant to Us and Anchor Connect reserves the right to use third
parties to provide or facilitate the Service. If Anchor Connect uses third parties to provide or facilitate the
Service, We will remain responsible to You for providing the Service under this Agreement.
1.5 Updates to the Service. Anchor Connect reserves the right to: update the Service; and/or make new
applications, tools, features or functionalities available through the Service, the use of which may be
contingent upon Your agreement to additional Terms and/or Service Fees. Anchor Connect reserves the
right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for
any reason at any time, in Our sole discretion, without any liability to You.
1.6 Customer Set Up and Management. To use the Service, You may be required to provide accurate and
current information about Your Customers. You agree to provide any information or documentation
requested by Anchor Connect, including to verify the identity of the Customer or, if applicable, its payment
information. When using the Service, the User represents and warrants to Anchor Connect that:
1.7 Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer
information to the Service, the User represents and warrants that the User has obtained all required
authorizations or consents from the Customer to share the Customer’s information. The User solely
responsible for verifying the accuracy of Customer information provided by the User in connection with
Your Anchor Connect account or use of the Service. Anchor Connect will have no liability for losses or
damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your
Customer’s actions or inactions.
1.8 Customer Payment Authorizations. When requesting a payment from a Customer using the Service,
You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of the
Customer, to be subject to and comply with the Agreement and all applicable laws, rules and regulations.
You represent and warrant that You have obtained all necessary approvals and authorizations from the
Customer to initiate credit and debit card payments, and/or to authorize ACH debits and credits from the
Customer’s bank account, if applicable.
1.9 Invoice Creation and Management. You may create invoices through the Service, send and track
Your invoices, and to send reminders related to Your invoices. By using these features of the Service, You
represent and warrant that You have all rights and consents necessary to send invoices and reminders to
Customers in accordance with any governing agreements and applicable law. Anchor Connect is not
responsible for any invoices or reminders that You send using the Service, including those that are
misdirected or not received.
2. Electronic Communication & E-Sign Consent. Through this Agreement, the User consents, when
applicable, to accept electronic communications as described in Anchor Connect’s Electronic
Communication, E-sign Disclosure & Consent Agreement.
3. Privacy. By enrolling in or using the Service, the User acknowledges and consents to the Anchor
Connect Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.
4. Account Security. You acknowledge and agree that the Our security procedures are a commercially
reasonable method of verifying Your identity and payment methods, providing security against
unauthorized payments and fraud, and protecting Your Anchor Connect account.
4.1 User Account Creation and Login Credentials. To use the Service, You are be required to register
an Anchor Connect account and/or to enroll as a User. To register an Anchor Connect account and/or enroll
as a User, You will be required to provide Us with information about Yourself, including but not limited to
Your name, address, email address and other contact or identifying information, and about Your
Organization or Individual, as appropriate. You agree that the information You provide to Us will be
accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password
and provide a device on which to receive a multi-factor authentication code, one-time password or similar
authentication token or mechanism (collectively, the User’s “Login Credentials”). Users are solely
responsible for maintaining the confidentiality of Login Credentials, and to the extent allowed by law, You
accept responsibility for all activities on Your account authenticated through User Login Credentials,
whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and
Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized
individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to
gain access to Login Credentials, with or without permission, the User is authorizing that person to use the
Service, and You will be responsible for all transactions that result from such access, even if You did not
want the transactions performed, and even if they are unauthorized or fraudulent.
4.2 Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify
Anchor Connect if You believe that Your account has been compromised or accessed without authorization,
or User Login Credentials have been lost, stolen or compromised, or that someone has attempted or may
attempt to make or request payments through Your Anchor Connect account without authorization. To the
extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in
compliance with Anchor Connect’s security procedures and this Agreement, whether or not authorized.
You agree that You will be liable for all losses or payments resulting from the theft, loss, compromise, or
unauthorized use of Your Anchor Connect account or User Login Credentials, unless (1) You have notified
Anchor Connect of possible theft, loss, compromise or unauthorized use, and (2) We have had a reasonable
opportunity to act on that notice. You will also be responsible for any losses or unauthorized payments
resulting from any fraudulent or illegal compromise of Your systems. You agree that You will be
responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless
limited by law. Upon Your timely report, We may, in our sole discretion, use good faith measures to attempt
to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but Anchor
Connect will have no responsibility, obligation, or liability in relation to such payments or transfers or any
reversal or recovery attempts.
4.3 Access through Third-Party Platforms. If Users choose to access Your account through a third-party
platform, or vice versa, You confirm that the third-party platform and its login protocol are sufficiently
secure to protect User Login Credentials and Your Anchor Connect account, and You accept full
responsibility and liability if access through the third-party platform leads to the compromise of User Login
Credentials or Anchor Connect account.
5. Restrictions on Use. The User represents and warrants that You will not use the Service in connection
with any business or industry prohibited under Our Acceptable Use Policy. Anchor Connect reserves the
right, in its sole discretion, to update or change the Acceptable Use Policy at any time. The User is solely
responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy.
5.1 Service for Authorized and Lawful Purposes Only. The User agrees that to use the Service only as
permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You
will not, and You will not allow any third party, to:
5.2 No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part,
without the express written consent of Anchor Connect. Any attempted assignment or transfer in violation
of this Section or this Agreement will be null and void. Anchor Connect may assign its rights or delegate
its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to
the benefit of the successors and permitted assigns of the parties.
5.3 Prohibited Payments. You acknowledge and agree that You will not use the Service for payment of
alimony, child support, taxes or other court-directed or government payments, fines or penalties or
payments to settle securities transactions.
5.4 Prohibited Marketing/Solicitation. If Anchor Connect provides You with information about another
user of the Service, You acknowledge and agree that You will not use the information for any purpose other
than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute
another user’s information for any purpose unrelated to Your use of the Service. You may not use the
information for marketing purposes unless You separately obtain the appropriate consent of the specific
user to do so.
5.5 No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that (i) You
are not located in a country that is subject to U.S. Government sanctions, embargos, or that has been
designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting”
country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
6. Rights We Grant to You. Subject to this Agreement, including payment of all Service Fees, Anchor
Connect grants You a personal, limited, non-exclusive, non-assignable, non-transferable right to access and
use the Service, including without limitation the software that enables the Service, together with any
updates, bug fixes, help content, and other related materials that Anchor Connect provides to You
(collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Service.
You acknowledge and agree that if You are in violation of this Agreement, Anchor Connect may, in its sole
discretion and without notice to You, immediately suspend or terminate Your rights to access to the Service.
6.1 Reservation of Rights. Anchor Connect reserves and retains all rights in the Service not expressly
granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual
property laws. Anchor Connect owns the title, copyright, and other worldwide intellectual property rights
in the Service and all copies thereof. This Agreement does not give You any rights in Anchor Connect’s
7. Rights You Grant to Anchor Connect. By choosing to use this Service, the User grants to Anchor
Connect certain rights including, but not limited to, those described below in this section of the Agreement.
7.1 Account Termination. Anchor Connect reserves the right to suspend or terminate Your account or
Your access to the Service at any time, for any reason (including for a violation of this Agreement, the
failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without any liability to
You. If We suspend or terminate Your account or access to the Service, We will use commercially
reasonable efforts to provide notice to You, but will not be required to do so.
7.2 Feedback. If You provide any feedback to Anchor Connect concerning the functionality and
performance of the Service (including by identifying potential errors and improvements), You agree to
assign to Us all rights, title, and interest in and to such feedback, and Anchor Connect is free to use such
feedback without payment or restriction.
7.3 Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your
consent to receive informational calls, emails and/or text messages from Anchor Connect at any telephone
number and/or email address provided to Us in connection with Your Anchor Connect account. We may
contact You for any purpose consistent with this Agreement or the Anchor Connect Privacy Notice,
including to provide multi-factor authentication or a one-time password, notify You regarding Your
account, help You with Your account, or resolve a dispute. Standard rates and text charges may apply.
7.4 Right to Record of Telephone Calls. You understand and agree that Anchor Connect may, in its sole
discretion, itself or using a third-party service, monitor any telephone calls between You and its employees,
consultants or agents for purposes of quality control and for the protection of Anchor Connect. If You do
not consent to the recording of telephone calls by Anchor Connect, Your only remedy is to not engage with
Anchor Connect by means of a telephone call to our offices.
7.5 Marketing. To the extent permitted by law, You agree and consent that Anchor Connect may list or
identify You as a customer of Anchor Connect, including through the use of Your brand or logo, for Our
marketing or promotional purposes. You may revoke this consent at any time by contacting Anchor Connect
7.6 Right of Set Off. To the extent permitted by law, the User grants to Anchor Connect the right to apply
or set off any money or credit balance in which You have an interest and which is in our possession, custody
or control, in satisfaction of any amounts or liabilities that You owe to Us.
7.7 Right to Refuse to Facilitate Payment. You grant to Us and Anchor Connect reserves the right to limit
or to refuse to facilitate the processing of any payment initiated or requested through the Service, in Our
reasonable discretion, without any liability to You. Anchor Connect will use commercially reasonable
efforts to provide notice promptly if We decide to limit or to refuse to facilitate the processing of a payment.
This notification is not required if the payment is prohibited by law or this Agreement.
7.8 Transaction Limits. When You use the Service, You grant to Anchor Connect and We reserve the
right, Our sole discretion, the right to impose limits on the amount of money sent through the Service, on a
per transaction or a cumulative basis, and to change those limits at any time, without any liability to You. If
We impose or change such limits, We will use commercially reasonable efforts to provide notice to You,
but will not be required to do so.
8. User Data. This section governs the User Data entered onto the Anchor Connect software by the User
or for the benefit of the User.
8.1 No Monitoring. You acknowledge and agree that Anchor Connect has no responsibility to monitor or
police Your use of the Service, including but not limited to communications, information or data transmitted
through the Service, such as User Data, and Anchor Connect will not be responsible for the content of any
such communications, data or transmissions. However, Anchor Connect reserve the right, at all times, to
review, retain and disclose any such information as necessary to ensure compliance with this Agreement or
as required or permitted by law.
8.2 Access to User Data. If You upload, store, share, or otherwise process documents, information, data
and other content ("User Data") or sync User Data from Your software to the Service, You consent to Our
access and processing of User Data in accordance with the Anchor Connect Privacy Notice, this Agreement,
the settings on Your account, or the features of the Service You elect to use. We reserve the right to remove
or delete User Data from the Service for any reason, including if the User Data violates this Agreement or
applicable law, in Our reasonable discretion, without any liability to You. Except as otherwise provided in
this Agreement, We do not claim ownership of any User Data.
8.3 Access to Technical Data. You agree that Anchor Connect may collect and use technical data and
related information (including but not limited to information about Your device, system and application
software, and peripherals), to provide You with the Service, Software updates, product support, risk and
fraud management and other services related to the Service and to track and report Your activity solely with
respect to the Service.
8.4 No Liability. You agree that Anchor Connect will have no responsibility or liability with respect to any
User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection
with the Service, including with respect to any User Data that You request to have deleted from the Service,
other than as provided under this Agreement.
9. Fees and Payment Terms. The User is subject to certain fees and payment terms set forth below and/or
as otherwise agreed to with Anchor Connect.
9.1 Service Fees. Access to and use of the Service, or to certain features of the Service, may require the
User to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account
subscription fees, transaction fees, payment processing fees, and other special services fees. Information on
Service Fees can be found on the Anchor Connect Website. You agree to pay when due all Service Fees
applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable
Service Fees for each billing cycle in which You use the Service or maintain an Anchor Connect account,
even if You do not use the Service during the billing cycle or use the Service for only a portion of the billing
cycle. Anchor Connect reserves the right to refuse to cancel Your account if it is not in good standing or
has any overdue Service Fees.
9.2 Changes to Service Fees. Anchor Connect reserves the right to change the Service Fees from time to
time, in its sole discretion. Anchor Connect will provide advanced written notice of any material increase
of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive
remedy will be to stop using the Service and/or cancel Your Anchor Connect account, as applicable. By
continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees.
All Service Fees are non-refundable, except in the sole discretion of Anchor Connect.
9.3 Payment of Service Fees. You authorize Anchor Connect to use the credit or debit card You have
provided to Us (as updated from time to time), or the bank account associated with Your Anchor Connect
account (each a "Billing Account") to automatically charge You in U.S. currency for the Service Fees
applicable to Your Anchor Connect account or Your use of the Service, plus any applicable taxes. If Anchor
Connect is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees
and taxes within five (5) business days of notice of non-payment from Anchor Connect. If amounts owed
are not paid within five (5) business days of that notice, interest will accrue on all past due amounts at the
rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from
the date the amount was due until the date that payment is received. If Your Anchor Connect account
becomes overdue, Anchor Connect is entitled to reimbursement for the reasonable costs of collection,
including reasonable attorneys’ fees and expenses.
10. Cancelling Your Anchor Connect Account or Deactivating a User. You may request to deactivate
a User or cancel Your Anchor Connect account at any time by submitting a request in writing to Anchor
Connect. We reserve the right to require up to thirty (30) days prior notice of cancellation or User
10.1 Effective Date of Cancellation: Subscription Accounts. This section applies to Anchor Connect
accounts that carry monthly subscription Service Fees (“Subscription Account”). When You request to
deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing
cycle for the Subscription account. When You request to cancel a Subscription account, the cancellation
will be effective on the last day of the then-current billing cycle for Your Subscription account, if there are
no pending payments on the Anchor Connect account or if all pending payments will be posted and
completed before the end of that billing cycle. If there are pending payments that will not be posted and
completed by the last day of the billing cycle in which You request to cancel Your Subscription account,
the account cancellation will be effective on the last day of the next billing cycle. Anchor Connet reserves
the right to void any payments that have not been processed and paid on or before the effective date of
account cancellation. You will be responsible for all Service Fees that accrue up to the effective date of
10.2 Effective Date of Cancellation: Non-Subscription Accounts. If You do not have a Subscription
Account with Anchor Connect, Your request to deactivate a User or to cancel Your Anchor Connect account
will be effective on the date the request is processed or the date on which the last requested payment is
posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the
effective date of cancellation.
10.3 User Documents. If You cancel Your account, Anchor Connect may maintain copies of any
information or data that You upload to or create in the Service, such as Your User Data, Bills, and
Documents, as required or permitted by law, this Agreement or the Anchor Connect Privacy Notice.
11. Third-Party Services, Websites, and Products. Through the Service, You may access to third-party
websites, databases, networks, servers, information, software, programs, systems, directories, applications,
or products or services (collectively, “Third-Party Services”).
11.1 No Control Over Third-Party Services. Anchor Connect does not have or maintain any control over
Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise
displaying information from or providing access to any Third-Party Services, Anchor Connect does not
give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy,
quality, or authenticity of content, information, or services provided by those Third-Party Services.
privacy policies, and may have different practices and requirements from Anchor Connect. You are solely
Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and
investigations before entering into any transaction, financial or otherwise, and whether online or offline,
with any third party related to any Third-Party Services.
11.3 Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the
precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your
computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and
material that may be included on or may emanate from any Third-Party Services. Anchor Connect disclaims
all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You
irrevocably waive any claim against Anchor Connect with respect to the content or operation of any Third-
11.4 Third-Party Software. The software You utilize in conjunction with the Services provided by Anchor
Connect may include certain third-party software (“Third-Party Software”) provided under separate license
terms (the “Third Party Terms”). Your use of the Third-Party Software in conjunction with the Service in
a manner consistent with this Agreement is permitted, however, You may have broader rights under the
applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on
Your use of the Third-Party Software.
11.5 Synching Your Anchor Connect Account with Your Software. If You choose to synchronize Your
Anchor Connect account and Your software, You understand and agree that You are solely responsible,
and Anchor is not responsible, for the information and data that You choose to synchronize and share
between Your Anchor Connect account and Your accounting software. If You choose to link Your Anchor
Connect account to Your software, You are confirming that the software is sufficiently secure to protect
Your Anchor Connect account. When You use third-party software, You understand and agree that use is
11.6 Third Party Disputes. Anchor Connect is not affiliated with any other Anchor Connect User, Carrier,
Service Provider or Third-Party Service. Any dispute You may have with any other Anchor Connect User,
Carrier, Service Provider Third-Party Service or other Third-Party Arising from your use of the Service,
including your employer, is solely between You and such Third-Party. You irrevocably release Anchor
Connect (and our officers, directors, agents, subsidiaries, joint ventures, employees and independent
contractors from any and all claims, demands and damages (actual and/or consequential) of every kind and
nature, known or unknown, arising out of or in any way connected to such disputes. Anchor Connect will
not, and will not attempt, to reverse or otherwise recover any transactions or payment that may be subject
to or the cause of a bona fide dispute.
11.7 Limited Third Party Rights to Enforce this Agreement. Other than as set out in this Section, this
Agreement is not intended to grant rights to anyone except the User and Anchor Connect. In no event shall
the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any
rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.
12. Warranty and Disclaimer. THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.
YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE
SERVICE AND YOUR DEALINGS WITH ANY OTHER SERVICE USER. ANCHOR CONNECT
DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM
BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL
ERRORS WILL BE CORRECTED. ANCHOR CONNECT FURTHER DISCLAIMS ANY AND ALL
WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE
OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANCHOR CONNECT
OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE,
ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE
SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND
RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY
(INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH
THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR
THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
13. Limitation of Liability. IN NO EVENT SHALL ANCHOR CONNECT BE LIABLE TO YOU,
YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION
WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY
OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE
OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC
LOSS, WHETHER OR NOT ANCHOR CONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR
OTHERWISE. ANCHOR CONNECT WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS
REQUIRED BY LAW. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT,
IN NO EVENT SHALL ANCHOR CONNECT’S AGGREGATE LIABILITY TO YOU, YOUR
ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH
THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR
ORGANIZATION OR INDIVIDUAL TO ANCHOR CONNECT IN THE TWELVE-MONTH PERIOD
PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE
FORM OR THEORY OF THE CLAIM OR ACTION. EACH PROVISION OF THIS AGREEMENT
THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR
EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN
THE PARTIES UNDER THIS AGREEMENT. EACH OF THESE PROVISIONS IS SEVERABLE AND
INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. ALL LIMITATIONS OF
LIABILITY, DISCLAIMER OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL
DAMAGES OR OTHER DAMAGES OR REMEDIES WILL REMAIN FULLY VALID, EFFECTIVE
AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER
CIRCUMSTANCES THAT CAUSE AN EXCLUSIVE REMEDY TO FAIL OF ITS ESSENTIAL
PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES.
ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
14. Indemnity. You agree to full liability and responsibility for Your use of the Service, and You will
defend and indemnify Anchor Connect and its officers, directors, employees, consultants, affiliates,
subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including
reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any
portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right,
including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c)
any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume
the exclusive defense and control of any matter otherwise subject to indemnification by You (without
limiting Your indemnification obligations with respect to that matter), and in that case, You agree to
cooperate with Our defense of that claim.
15. Agreement to Arbitrate. In the interest of resolving any potential disputes between You and Anchor
Connect in the most expedient and cost-effective manner, You and Anchor Connect agree that every dispute
arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal
than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more
limited discovery than in court, and can be subject to limited review by courts. Arbitrators can award the
same damages and relief that a court can award. The Agreement to Arbitrate disputes includes all claims
arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud,
misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the
termination of this Agreement. BY ENTERING IN THIS AGREEMENT, YOU AND ANCHOR
CONNECT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A
TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS
AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.
15.1 Waiver of Class Actions and Right to Trial by Jury. To the fullest extent permitted by law, You
acknowledge and agree that You may bring claims against Anchor Connect only in Your individual capacity
and not as a plaintiff or class member in any purported class or representative proceeding. CLASS
ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION
OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE
EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS
ACTION AND TO A TRIAL BY JURY.
15.2 Procedures. Any arbitration between You and Anchor Connect will be settled under the Federal
Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary
Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration
Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA
Rules and filing forms are available online at www.adr.org.
15.3 Notice. If You intend to seek arbitration, You must first send a written notice (“Notice”) of Your claim
or dispute to Anchor Connect by certified U.S. Mail or by Federal Express (signature required). Anchor
Connect’s address for Notice is Anchor Connect’s address of record as listed on the Anchor Connect
Website, ATTN: LEGAL. The Notice must describe: (a) the nature and basis of the claim or dispute; and
(b) the remedy that You want (“Demand”). You and Anchor Connect agree to make good faith efforts to
resolve the claim directly, but if You and Anchor Connect do not reach an agreement within thirty (30)
days after the Notice is received, You or Anchor Connect may commence an arbitration proceeding. During
the arbitration, the amount of any settlement offer made by You or Anchor Connect must not be disclosed
to the arbitrator until after the arbitrator makes a final decision and award, if any.
15.4 Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to
the arbitration will be decided by the AAA Rules. If the arbitrator finds that either the substance of Your
claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by
the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse Anchor Connect
for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules.
15.5 Location. The arbitration hearing will take place at a location to be agreed upon in Suffolk County,
NY. If Your claim is for $1,000 or less, You may choose whether the arbitration will be conducted: (a)
solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone
hearing; or (c) by an in-person hearing as established by the AAA Rules in the county of Your billing
15.6 Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation,
applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or
in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, and,
where this Section 16 cannot be enforced, You agree that the exclusive jurisdiction and venue described in
Section 17 will govern any action arising out of or related to this Agreement.
15.7 Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of Section 15, nothing
in this Agreement will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual
(non-class, non-representative) action in small claims court so long as such action remains in small claims
court; (b) pursue an enforcement action through the applicable federal, state, or local agency, if that action
is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an
intellectual property infringement claim.
16. Governing Law; Choice of Forum. This Agreement and all matters arising out of or relating to this
Agreement, including any disputes between the User and Anchor Connect, will be governed by the laws of
the State of New York, without regard to its conflicts of law provisions. To the extent that any dispute or
action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action
or proceeding will be brought exclusively in the state courts located in Suffolk County, NY, or the federal
courts in the Southern District of NY. Subject to the provisions of Section 16, You and Anchor Connect
agree to submit to this exclusive jurisdiction and agree that the aforementioned venues are proper in any
legal action or proceeding.
17. Force Majeure. Anchor Connect will not be liable for any delay or failure to perform any obligation
related to the Service if the delay or failure is due to unforeseen events that are beyond Anchor Connect’s
reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or
18. Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other
or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy
under this Agreement will be without prejudice to other remedies available under this Agreement or
19. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions of the Agreement will remain in full force and effect.
20. Compliance with Laws. You and Anchor Connect each agree to comply with all applicable laws and
regulations with respect to the Service and Your use of the Service, including without limitation any export
laws and regulations of the United States.
21. No Agency. Nothing in this Agreement will be construed to create a partnership, joint venture, or
agency relationship between You and Anchor Connect.
22. Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and
Anchor Connect, and is not intended to benefit any third party, except as otherwise stated.
23. Language. If Anchor Connect provides a translation of the English language version of this Agreement,
the translation is provided solely for convenience, and the English version will prevail.
24. Headings. The headings in this Agreement are for convenience only and have no legal effect.
25. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You
and Anchor Connect concerning the Service and supersedes all other agreements or understandings, written
or oral, about the Service.
26. Updates and Changes to This Agreement. Anchor Connect reserves the right to modify or change
this Agreement, as well as its policies relating to the Service, at any time, in Our sole discretion. Anchor
Connect will post revised Terms or policies on Our Website, and will provide notice to You of material
changes to this Agreement. You will be deemed to have accepted and agreed to any revisions or changes to
this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or
(ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised,
changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using
the Service and/or to cancel Your account as provided in Section 10.