Terms of Service

Last Updated: August 22, 2024

‍Using Our Services

This Terms of Services (“Agreement”) is by and between Harness Technologies, Inc. (“Harness,” “we,” “us,” and “our,” as applicable) and you (“Client” or “you”). Harness provides consumers the ability to enroll their credit or debit card into various programs to facilitate donations to charities or other third parties as may be available from time to time (“Services”). These Services are accessible via one or more websites made available by Harness on its own behalf (collectively, “Platform”) or on behalf of a charity or other third party that has contracted with Harness (“Harness Customer”) for such service (“Harness Customer Site”).

This Agreement states the terms of service for your use of the Services and any Platform, as well as any Harness Customer Site as it relates to the Services. Before using the Platform, or any component of the Platform, or any Services, you must read, agree with, and accept all of the terms and conditions of this Agreement and acknowledge our Privacy Policy. If you do not agree to be bound by all of this Agreement, then you may not use the Platform or any Services. This Agreement governs use of the Platform by all visitors, users, and other parties that access the Platform or use the Services.

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

Acceptance of Agreement

You accept and are legally bound under this Agreement by doing any of the following: (1) by clicking “I agree” or its equivalent when such terms are presented on your screen, (2) by accessing the Services in any way, (3) submitting an online account application form to us or creating an account with us, or (4) by browsing the Platform.

Modifications to this Agreement

We may update or revise this Agreement from time to time. We will provide you notice of any such modifications on this Platform or within your Account (as defined below) or by otherwise communicating such modifications to you. Your continued use of the Platform or Services following such notice constitutes your acceptance of such changes.

Notwithstanding the above, if we modify the arbitration provision below, you may reject that change by sending us written notice to the contact information set forth in this Agreement within thirty (30) days of our posting of the change, in which case you must immediately stop using the Services.

Description of Services and Content

Harness Services allow one-time donations or recurring donations to certain third party charity or other entities as well as enrollment in one or more round up programs, enabling you to round up to the nearest dollar in certain financial transactions to make donations and otherwise participate in the program perks, such as sweepstakes. Certain Services may also have a sweepstakes component depending on the third party charity or third party program in which you enroll via Harness.

NOT ALL NON-PROFIT OR CHARITABLE ORGANIZATIONS ARE AVAILABLE WITHIN THE HARNESS SERVICES AND NOT ALL HARNESS SERVICES HAVE SWEEPSTAKES COMPONENTS. YOU MUST ENSURE THE PROGRAM IN WHICH YOU WANT TO ENROLL HAS THE FEATURES AND BENEFITS YOU WANT.

The Platform and certain Harness Customer Sites may include information, descriptions, ordering forms and guidelines, account information, text, graphics, audio, video, demonstrations, and other features to support the Services (“Content”) that is proprietary to or licensed by Harness. As used herein, the term “Content” includes, without limitation, software applications and all text, graphics, descriptions, and other content in the software applications used to provide the Services and all material provided or made available to you through the Platform or Harness Customer Site(s). You may use the Platform and any Harness Customer Site as it relates to the Services, as well as all related Content, solely for your personal use in your capacity as an individual consumer and for no other purpose. All use of such Content is subject to this Agreement and may not be used except as authorized by this Agreement.

Any sweepstakes affiliated with any Services are further subject to applicable sweepstakes rules available at the time of enrollment with the affiliated program Services.

Disclosure Compliance

We reserve the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing us to disclose Content or Client Information (as defined below), the identity of anyone posting Content or Client Information, or publishing or otherwise making available any materials that are believed to violate this Agreement or other law. By accepting the terms of this Agreement you waive, release, and hold us harmless from any claims resulting from any action we take during or as a result of our investigations and/or from any actions taken as a consequence of investigations by us, by law enforcement, or by duly authorized regulatory authorities.

Accounts

(a) Registration

To use the Services, you must be 18 years of age (or the age of majority in the state in which you reside). In order to access Services, you must register an account with us (“Account”), which may require the provision of certain personally-identifiable information, including but not limited to your name, your social security number or other tax identification number, your address, your email address, and certain information about your financial accounts and credit card information (collectively, your “Client Information”). When you submit an online Account application form to us, you represent that you are at least 18 years of age (or the age of majority in the state in which you reside). We retain the right, in our sole and exclusive discretion, to approve your Account for registration, and we are under no obligation to grant such approval. All information you submit as part of the Account registration process is subject to the Harness Privacy Policy.

Why Do We Request Client Information?

We request information such as your social security number or other tax identification number to fulfill your tax reporting obligations for Clients who receive over $600 in prizes.

(b) Your Registration Obligations

You may only seek to open an Account for yourself and not on behalf of any other person. You agree to provide true, accurate, current, and complete information about yourself. We retain the right to suspend or terminate your Account and refuse any and all current or future use of the Services and Content (or any portion thereof) if you provide any untrue, inaccurate, outdated, or incomplete information, or if we reasonably suspect that you have done so.

You are solely responsible for ensuring the confidentiality of your Account login information and maintaining the security of such information. You agree not to authorize any other person to use your Account for any purpose. Except as otherwise provided by applicable law, you are solely responsible for all transactions and other activities authorized or performed using your Account, whether authorized by you or not. If you believe any of your Account credentials, such as your password, have been obtained or used by any unauthorized person or you become aware of any other breach or attempted breach of the security of the Services or your Account, you must notify us immediately.

(c) Linking Your Payment Card

In order to participate in certain donation programs and Services as may be offered by Harness from time to time, you must link at least one eligible debit or credit card (a “Payment Card”) to your Account. We will only link your Payment Card to those Harness Customers and for those donations and round up programs that you authorize. Your financial institution or Payment Card issuer may also dictate in which Harness Services your Payment Card may be enrolled. For example, if your Payment Card issuer is a Harness Customer, your Payment Card issuer may have pre-selected one or more non-profits or charitable organizations for donations.

In order to be eligible as a Payment Card, it must be issued by a U.S. bank. In addition, you may not be able to link a debit or credit card to your Account if the card is already linked to other card-linked programs offered by us or by third parties. Your financial institution or payment card network may limit the number and type of programs in which you can enroll a Payment Card or the specific Services program may not be compatible with your Payment Card.

Please note that not all debit and credit cards are eligible to be linked to your Account. All determinations as to whether a card is eligible to be a Payment Card are at our sole discretion. Enrollment for your Account in round up program Services is only available to Visa and Mastercard-branded Payment Cards. However, certain cards may be branded with Visa or Mastercard, but are still not eligible to be linked to your Account, including, but not limited to, the following: prepaid cards, corporate cards, purchasing cards, store cards which can only be used at their respective retailers’ stores, government-administered prepaid cards (including Electronic Benefit (EBT) cards), healthcare cards (including Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, and insurance prepaid cards), Visa Buxx, and any other cards that are not processed through the Visa U.S.A. payment system or the Mastercard payment system.

You may also link your bank account and ACH information to your Account for the purpose of recurring donations. Bank account and ACH information may not be linked to your Account for purposes of round up program Services.

(d) Use of Enrolled Cards and Transaction Information

Round up program Services require Harness to receive information about purchases you make using your enrolled Payment Cards so we can track your round up amounts for your appliable donations. By registering a Payment Card in any round up Services, you authorize transaction monitoring through one or more Harness third-party service providers, as well as any Payment Card networks (e.g., Visa, Mastercard) with which your Payment Card is affiliated, banks, financial intermediaries, and providers of payment processing services (together the “Card-Related Parties”). In particular, you authorize (1) the Card-Related Parties to monitor transactions on your linked Payment Card(s) to identify qualifying transactions under the Services program you have enrolled in and for the Card-Related Parties to share such transaction details with Harness for purposes of the Services and (2) Harness to contact the merchants related to your transactions to verify those transactions and receive information from applicable merchants related to those transactions. Regardless, your financial institution may separately confirm your consent directly with you.

For more information on how we use your Payment Card transaction information, see the “Information Collected from Third Parties” section of the Privacy Policy.

You may opt-out of transaction monitoring on the Payment Card(s) you have registered by de-linking them through the Services or by terminating your Account. Please note that if you opt-out of transaction monitoring, certain features of the Services and participation in certain Services may not be available to you.

If your enrolled Payment Card is inactive for certain periods of time, your Account, or the program affiliated with your Account, may be suspended. Please see our FAQ for more information.

Account Access

We use commercially reasonable efforts to make your Account generally accessible to you via the Platform 24 hours a day, seven days a week, subject to downtime for system maintenance and causes outside of our control. We are not liable under this Agreement for failure to provide access due to a system failure or due to other unforeseen acts. Furthermore, we may modify, suspend, or terminate access to certain portions of the Services or your Account at any time and for any reason without prior notice, in order to protect the system or your Account. We will give you notice in other situations if required by law.

Processing Contributions

Harness processes all donations and recurring donations through a third-party payment processor, which is currently Stripe, Inc. (“Processor”). All money raised for the benefit of a Harness Customer or nonprofit or charitable organization, including those amounts you may authorize through a Harness Customer Site, will be transferred to the Harness Customer.

For round up program Services, all round up transactions are calculated in your Account for the month based on the Payment Card transaction history Harness receives from Card-Related Parties. Payment of donations and contributions from your Account requires your round up amounts to meet a minimum threshold, which threshold may vary depending on the program. In the event purchases in a month for an enrolled Payment Card do not meet the processing threshold for the applicable program, those round up amounts will continue to accrue and your Payment Card will be charged a minimum processing fee for that month for the management of the program Services. Once your round up amounts in your Account for the applicable program Services meet the processing threshold for the applicable organization or program, Harness will facilitate the payment of that amount to be charged to your credit card.

For additional information, see our FAQs.

Third Parties’ Property

Certain Content on the Platform may contain links to other third-party web sites, resources, services, or tools (“Third-Party Resources”). We have no control over such Third-Party Resources, and you acknowledge and agree that we bear no responsibility for the availability of such Third-Party Resources, do not endorse, and bear no responsibility or liability for any content, advertising, products, or other materials on or available from such Third-Party Resources. By following links to Third-Party Resources, you may navigate away from the Platform, and your online activity relating to the Third-Party Resource will be subject to any terms and conditions governing your use of the Third-Party Resource. You agree to comply with any and all applicable licensing agreements as required to use any Third-Party Resources.

Restrictions on Use

You may not, and will not allow any third-party to (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Content, Platform, or Harness Customer Site; (ii) modify, translate, or create derivative works based on the Content, Platform, or Harness Customer Site; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Content, Platform, or Harness Customer Site; (iv) use the Platform or Harness Customer Site for timesharing or service bureau purposes or otherwise for the benefit of a third-party (excepting end users as authorized hereunder); (v) remove or otherwise alter any proprietary notices or labels from the Content, Platform, or Harness Customer Site or any portion thereof; or (vi) upload, post, e-mail, transmit, text message, or otherwise make available any topic, name, material, or information that is unlawful, harmful, infringing, threatening, abusive, harassing, tortious, profane, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.

Modification and Termination of Service, Content, and Accounts

To terminate your Account and this Agreement and your right to use the Services at any time and for any reason and for no reason, contact Customer Support and immediately discontinue all use of the Services.

We reserve the right to modify or terminate the Services, the Content, your Account, or any part thereof, temporarily or permanently, at any time and from time to time, and with or without notice to you. We retain the right, but have no obligation, to monitor use of the Platform, the Services, or your Account to determine compliance with the Agreement, as well as the right to remove or refuse any Client Information or Content for any reason. Notwithstanding these rights, you remain solely responsible for your use of the Platform, the Services, and your Account. You agree that we have the right, in our sole discretion, to terminate or suspend your access to or use of the Platform, the Services, your Account, or any part thereof temporarily or permanently, at any time and from time to time, and with or without notice, for any reason whatsoever including, without limitation, quality assurance or if we believe that you have violated or acted inconsistently with the letter or spirit of any provision of this Agreement.

Accounts with no activity for more than thirty (30) days will be suspended. Suspended Accounts will be terminated and closed if the Account is not reactivated within thirty (30) days following suspension.

If your Account has round up accruals at the time of termination that do not meet the processing threshold for the applicable program or organization, your linked payment method will not be charged.

You agree that we will not be liable to you or to any third party for any modification, termination, or suspension of access to the Platform, Services, Content, or your Account.

Consent to Messages

When you use this Website, you may be given the opportunity to consent to receive communications from us through email and/or mobile push notifications. You can opt out of promotional communications by following the “Unsubscribe” directions for emails or through the settings of your Account.

Text Messages

By providing us with a telephone number for a cellular phone or other wireless device, you agree to receive autodialed and pre-recorded, non-marketing, service-related text messages from or on behalf of Harness at the phone number provided (the “Texting Program”). By participating in the Texting Program, you expressly consent and agree to receive recurring automated service-related and promotional messages, including updates, alerts, and information (including status updates, prize updates, news, account alerts, etc.) and promotions, specials, and other marketing offers from or on behalf of Harness. These message updates will include recommendations to help make the most of your Account(s) and access select Harness features, including content specifically related to the programs (such as sweepstakes information or charitable news) you opt in to. You will receive messages based on your frequency and participation in the program.

By providing us with a telephone number for a cellular phone or other wireless device, you consent to receive autodialed and pre-recorded text messages from or on behalf of Harness at the number provided for marketing or promotional purposes. Message frequency varies. You understand that consent to marketing-related messages is not a condition of using our services. You may cancel your SMS service at any time. To stop receiving marketing-related messages, you may reply STOP to any marketing-related text message you receive from Harness. After you text “STOP” to us, we will send you a text to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us. If you are experiencing issues with the messaging program, you can reply with the keyword “HELP” for more assistance. Standard message and data rates may apply to both non-marketing and marketing-related messages. Carriers are not liable for delayed or undelivered messages. If you have any questions about your text plan or data plan, please contact your wireless provider.

Push Notifications

By agreeing to these Terms of Service, you agree to receive push notifications from us. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our services.

Indemnification

You agree to indemnify and hold us, and our subsidiaries, affiliates, officers, agents, contractors, Harness Customers, or other partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your violation of any rights of another, your breach of this Agreement, your use of the Services, or your violation of any law.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICES, CONTENT, PLATFORM, AND YOUR ACCOUNT IS AT YOUR SOLE RISK. THE SERVICES, CONTENT, PLATFORM, AND YOUR ACCOUNT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

B. WE MAKE NO CLAIM THAT THE SERVICES, CONTENT, PLATFORM, OR YOUR ACCOUNT WILL BE SUITABLE FOR YOUR NEEDS, UNINTERRUPTED, TIMELY, OR SECURE. THE SERVICES, CONTENT, PLATFORM, OR YOUR ACCOUNT MAY CONTAIN INACCURACIES, TYPOGRAPHICAL ERRORS, OR MAY BE OTHERWISE UNRELIABLE. WE MAKE NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR PLATFORM WILL MEET YOUR EXPECTATIONS.

C. ANY MATERIAL UPLOADED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM, SERVICES, OR YOUR ACCOUNT IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE UPLOADING OR DOWNLOADING OF ANY SUCH MATERIAL.

D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PLATFORM OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

CERTAIN JURISDICTIONS, INCLUDING WITHOUT LIMITATION THE STATE OF NEW JERSEY, MAY NOT ALLOW FOR THE EXCLUSIONS OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, HARNESS CUSTOMERS, CONTRACTORS, OR OTHER PARTNERS, MEMBERS, EMPLOYEES, AND/OR OUR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE AND/OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE AVAILABILITY OR PERFORMANCE OF THE SERVICE, CONTENT, PLATFORM, OR YOUR ACCOUNT; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSACTIONS, TRANSMISSIONS, OR INFORMATION; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (iv) ANY OTHER MATTER RELATING TO THE PLATFORM, CONTENT, SERVICES, OR YOUR ACCOUNT. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, YOU AGREE THAT OUR TOTAL, AGGREGATE, AND COMPLETE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT IN NO EVENT SHALL EXCEED THE GREATER OF EITHER (1) $20.00 OR (2) IF APPLICABLE, THE AVERAGE AMOUNT OF MONTHLY ROUND UPS FOR YOUR ACCOUNT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH BREACH OR THE EVENTS GIVING RISE TO SUCH CLAIMS. ALL OF THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES.

CERTAIN JURISDICTIONS, INCLUDING WITHOUT LIMITATION THE STATE OF NEW JERSEY, MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. AS A RESULT, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Notice

The Platform or the Services may provide notices to you via either push notifications, e-mail, or regular mail, and the Services may provide notices of changes to the Agreement or other matters by displaying notices or links to notices on the Platform.

Dispute Resolution – Arbitration Agreement

You agree to resolve certain disputes with Harness through binding arbitration in accordance with this section (“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.

Waiver of Class Action. If you are located in the United States, you agree to resolve disputes only on an individual basis, through arbitration pursuant to the provisions this Arbitration Agreement. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

Disputes. A dispute is any controversy between you and Harness concerning the Site, Platform, the Service, your Account, or the negotiation, formation, performance, or breach of any term of this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your or Harness’s intellectual property rights. As part of the best efforts process to resolve disputes, and prior to initiating arbitration proceedings, you agree to provide an individualized, written notice of the dispute (“Pre-Arbitration Demand”) to Harness at 201 E Kennedy Blvd., 1900, Tampa, FL 33602. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your dispute; and (iv) your signature. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.

Small Claims Court Available. You may initiate an action in your local Small Claims Court if you meet the court’s requirements. However, if such a claim is transferred, removed or appealed to a different court, Harness reserves the right to require arbitration.

Arbitration Procedure. Disputes not resolved pursuant to Paragraphs B or C shall be resolved through arbitration. The American Arbitration Association (“AAA”) will conduct any arbitration under its Commercial Arbitration Rules. For more information, see www.adr.org. Arbitration hearings will take place through videoconferencing by default, unless you and Harness agree upon another location in writing. A single arbitrator will be appointed. The arbitrator must: (a) follow all applicable substantive Law; (b) follow applicable statutes of limitations; (c) honor valid claims of privilege; (d) issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). Any arbitration award may be enforced (such as through judgment) in any court with jurisdiction. An arbitration award shall have no preclusive effect in another arbitration or court proceeding involving Harness and a different individual. Under AAA Rules and under this agreement, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.

Arbitration Costs. Except as provided for in a Mass Filing (as defined below), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules. If you have a gross monthly income of less than 300% of the federal poverty guidelines, you may be entitled to a waiver of certain arbitration costs.

Bellwether Arbitrations. To increase the efficiency of administration and resolution of arbitrations, you and Harness agree that if there are fifty (50) or more individual arbitration demands of a substantially similar nature brought against either party by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period (“Mass Filing”), the parties shall select sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed (“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands shall be filed with the arbitration provider, and the parties shall hold in abeyance, and not file, the non-Bellwether Arbitrations. Harness will pay the arbitration provider’s costs for the sixteen (16) Bellwether Arbitrations. The applicable statutes of limitation shall remain tolled when non-Bellwether arbitration demands are held in abeyance. While the Bellwether Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration shall be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance.

All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (i) whether the Bellwether Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in accordance with this Agreement. In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s costs shall be paid by Harness.

The parties shall work in good faith with the arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Bellwether Arbitration process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings, including the claims of individuals who are not selected for a Bellwether Arbitration.

Following resolution of the Bellwether Arbitrations, the parties agree to engage in a global mediation of all remaining arbitration demands comprising the Mass Filing (“Global Mediation”). The Global Mediation shall be administered by the arbitration provider administering the Bellwether Arbitrations. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Filing within thirty (30) calendar days following the mediation, the remaining demands for arbitration comprising the Mass Filing shall be filed and administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules, unless the parties mutually agree otherwise in writing. Any party may request that the arbitration provider appoint an Administrative Arbitrator to determine threshold questions regarding the newly filed demands.

The parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration process, including the payment of filing and administrative costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent Global Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Bellwether Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. The statutes of limitation applicable to each arbitration demand within a Mass Filing, shall remain tolled from the time a party makes a Pre-Arbitration Demand to the time when that party files the arbitration demand with the arbitration provider.

Conflict with AAA Rules. This Agreement governs if there is a conflict with the AAA’s Commercial Arbitration Rules.

Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by sending an email to help@goharness.com within (i) thirty (30) calendar days of NEW TOS ROLL OUT OR DISCLOSURE if you are an existing user, or (ii) thirty (30) calendar days of the date you created your account if you are a new user. Your opt-out notice must be individualized. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of other individuals. Your notice to opt-out must include your first and last name, address, the email address, and an unequivocal statement that you decline this Arbitration Agreement. If you do decide to opt out, that opt out will apply to this Arbitration Agreement and all previous versions thereof, and neither party will have the right to compel the other to arbitrate any dispute. However, all other parts of this Arbitration Agreement will continue to apply to you, and opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.

Severability. If the class action waiver in this Arbitration Agreement is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. If any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to as nearly as possible achieve the original intent of this Arbitration Agreement, inclusive of the severed provision.

Court Proceedings

Subject to the Arbitration Agreement above, all disputes arising out of or relating to this Agreement are subject to the exclusive jurisdiction of the federal or state courts in Hillsborough County, Tampa, Florida, and you expressly consent to the exercise of personal jurisdiction in such courts in connection with any such dispute including any claim involving us or our affiliates, subsidiaries, partners, employees, contractors, officers, and directors.

If any legal proceeding is instituted in connection to or relating to the Platform, this Agreement, the Content, Service, or your Account, the prevailing party shall be entitled to recover from the other party its costs, including reasonable attorneys’ fees and costs, at both trial and appellate levels.

Governing Law

This Agreement is governed by the laws of the State of Florida, without reference to conflict of laws principles. This Agreement shPall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement is a contract for services and not a sale of goods. The parties agree that this Agreement, the Platform, Service, and Content shall not be subject to or governed by the Uniform Commercial Code.

Miscellaneous Provisions

You acknowledge that you have read this Agreement, understand it, and agree to be legally bound by its terms and conditions. Neither party is authorized to bind the other to any contract. This Agreement is the entire agreement and a complete and exclusive statement of the agreement between the parties, which supersedes all prior or concurrent negotiations, proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No provision hereof shall be deemed waived, amended, or modified except in a written addendum signed by an authorized representative of each party. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors. Certain rights and obligations of the Sections on “Indemnification”, “Disclaimer of Warranties”, “Limitation of Liability”, “Dispute Resolution – Arbitration Agreement”, “Governing Law”, “Miscellaneous Provisions”, and others intended to survive the expiration or termination of this Agreement shall survive the termination, cancellation, or expiration of this Agreement for any reason whatsoever.

California Residents. The provider of Services is: Harness Technologies, Inc., 201 E Kennedy Blvd., 1900, Tampa, FL 33602, help@goharness.com. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Contact Us

If you have any questions regarding these Terms or the Service, please contact us at help@goharness.com.