1. DEFINITIONS

"Agreement" or “Terms”
means these Terms of Use.

"Access Fee"
means the monthly fee (excluding any taxes) payable by You in accordance with the fee schedule set out on the Website (which AND CO may change from time to time on notice to You).

"Confidential Information"
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

"Data"
means any data and information inputted by You or with Your authority into the Website, including but not limited to, all contracts You work on through the Service.

"Intellectual Property Right"
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Service" or "Services"
means the online accounting and finance management application and services; simple contract creation services; and legal and/or other professional referral services all made available via the Website (as may be changed or updated from time to time by AND CO).

"Website"
means the Internet sites at the domains myand.co, joinand.co, joinandco.com, andco.nyc,  or any other site operated by AND CO.

"AND CO", "we" or "us"
means AND CO Ventures, Inc. and all current and future global subsidiaries of AND CO Ventures, Inc.

"Invited User"
means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.

"Organization"
means the organization the Subscriber represents or the organization an Invited User has been added to and granted access to via the Website

"Subscriber"
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"You"
means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

2. USE OF SOFTWARE

AND CO grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;

the Subscriber is responsible for all Invited Users’ use of the Service;

the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;

if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. AND CO IS NOT A SUBSTITUTE FOR A LAWYER OR LAW FIRM.

AND CO IS NOT A LAW FIRM OR A SUBSTITUTE FOR A LAW FIRM. AND CO CANNOT RENDER ANY LEGAL SERVICES TO YOU AND THE SERVICE IS NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES FROM A LAWYER. NO INFORMATION PROVIDED THROUGH THE SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, FACTUAL OR ACCURATE LEGAL ADVICE. RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. NO ATTORNEY-CLIENT RELATIONSHIP WILL EVER BE CREATED BETWEEN YOU AND AND CO. YOUR COMMUNICATIONS WITH AND CO ARE NOT ATTORNEY WORK-PRODUCT AND ARE NOT PROTECTED UNDER ANY PRIVILEGE, INCLUDING ATTORNEY-CLIENT PRIVILEGE.

The Service allows You to create Your own documents with an eye towards memorializing certain details between You and Your clients. AND CO does not review or edit the documents You create for completeness, grammar, spelling, consistency, accuracy or legal merit. AND CO does not draw legal conclusions, provide legal advice, opine on Your legal rights or options, or apply the facts You enter to the law. If the services You will provide to Your client is substantial or complex, we encourage You to hire a lawyer. AND CO may not work well for complex agreements. You agree to completely and accurately fill out any questionnaires required of those documents. You represent and warrant that any document You electronically sign via the Website will be truthful.

YOU AGREE TO REVIEW AND EDIT FOR YOUR PURPOSES ANY DOCUMENTS YOU CREATE USING THE SERVICE AND YOU SHALL BE SOLELY RESPONSIBLE FOR THOSE DOCUMENTS.Federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority, consumer contracts (collectively, “Law”) and publicly available facts about entities that issue consumer contracts are voluminous and ever-changing. Accordingly, AND CO cannot and does not guarantee that any information provided through the Service is current. Law relevant to consumers varies from state to state, and AND CO’s documents are not necessarily customized to Your state. Your purchase and use of the documents made available through the Service for Your own personal purposes is not practice of the law by us or You. Unlike a lawyer’s advice, the documents made available through the Service are not customized to Your particular circumstances or needs.

4. YOUR OBLIGATIONS AND RESPONSIBILITIES

Payment obligations: An invoice for the Access Fee will be issued at the beginning of each month starting on the date You added Yourself or Your Organization to Your AND CO account. All invoices will include the Access Fee for the one (1) month period of use. AND CO will continue invoicing You monthly until this Agreement is terminated in accordance with clause 10.  All AND CO invoices will be sent to You, or to a billing contact whose details are provided by You, by email (“Billing Contact”). You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within ten (10) days of the invoice date. You are responsible for payment of all taxes in addition to the Access Fee.

Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that AND CO may have under these Terms or at law, AND CO reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by AND CO or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

Automated Bank transaction data delivered into Your AND CO account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, AND CO reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at AND CO’s sole discretion. AND CO would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, You must give AND CO sufficient prior notice of which automated bank account transaction data feeds You want to discontinue. Upon receiving such notice AND CO will arrange for such feeds to be terminated in accordance with each bank’s usual practices.

Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify AND CO of any unauthorized use of Your passwords or any other breach of security and AND CO will reset Your password and You must take all other actions that AND CO reasonably deems necessary to maintain or enhance the security of AND CO's computing systems and networks and Your access to the Services.

As a condition of these Terms, when accessing and using the Services, You must: not attempt to undermine the security or integrity of AND CO's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks; not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted; not transmit, or input into the Website, any Data that:

not transmit, or input into the Website, any Data that:

may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any Law or contractual duty;

is false or misleading; is threatening, abusive, harassing, defamatory, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, or profane, or that contains or depicts nudity or sexual activity, or that is otherwise inappropriate as determined by us in our sole discretion;

constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); or contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; and not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Usage Limitations: Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against AND CO’s application programming interface. Any such limitations will be specified within the Service.

Referral Program: If You share a specified link through the AND CO Website or application, and someone become a Subscriber through the link, You get a $30.00 credit towards Your AND CO account and the new Subscriber receives a $30.00 credit to be applied towards their first invoice.

Affiliate Program: From time to time AND CO may implement an affiliate program through which entities may help AND CO obtain Subscribers in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by AND CO at the time of implementation with an affiliate.

Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication. AND CO is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, AND CO does reserve the right to remove any communication at any time in its sole discretion.

Indemnity: You indemnify AND CO against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to AND CO, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.

Participating Attorneys: When You use our Services, You will have the opportunity to initiate contact with an independent attorney (a “Participating Attorney”).  Participating Attorneys are neither employees nor agents of AND CO.  Participating Attorneys are third-party independent contractors that have agreed to provide affordable legal services through AND CO.   Communicating with a Participating Attorney through AND CO is NOT required.  However, if You choose to communicate with a Participating Attorney through AND CO, please note the following:

When You contact a Participating Attorney through AND CO, he or she may provide You with an initial consultation, legal review of Your forms or documents, or answers to Your legal questions.   Please note that any such interaction is intended to be a starting point for dealing with a legal matter or addressing basic legal questions and any attorney-client relationship formed during the course of that interaction is strictly between You and the Participating Attorney and expressly EXCLUDES AND CO.

When You contact a Participating Attorney through AND CO, she or he may ask You for some information regarding You and Your legal affairs in order to properly address Your questions. By using our Services, You consent to sharing such personally identifying information for the purpose securing legal advice with both the requesting attorney and with AND CO.  AND CO will have access to any communications submitted through our platform for fulfillment and quality assurance purposes.

When You contact a Participating Attorney through AND CO, You control the both the duration and depth of the interaction.  Any attorney-client relationship formed during the course of that interaction may, at Your option, either (i) end when the interaction with the Participating Attorney ends, or (ii) continue if You wish to engage the Participating Attorney for further legal services.

If You wish to create an attorney-client relationship with a Participating Attorney, that relationship will be on whatever terms You establish with the attorney in question. Those terms do NOT involve AND CO and, except for pre-negotiating special discounts for our members, we do not set, control or influence them. For example, the Participating Attorney may ask You to sign a formal representation agreement regarding the scope of work they will perform, the cost of their legal services, and the handling of any out of pocket expenses they may incur.

AND CO does not receive any share of legal fees collected by any attorneys in our network.  In all cases, AND CO will not influence or interfere in any way with any attorney’s independent professional judgment.  Participating Attorneys reserve the right to refuse to perform legal services on Your behalf in their sole discretion.

AND CO is an information provider and does not endorse or recommend any attorney, including any of the Participating Attorneys. AND CO makes no representation or warranty as to the qualifications or competency of any Participating Attorney or as to the accuracy or completeness of any Participating Attorney’s work.  AND CO SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY PROFESSIONAL SERVICES RENDERED BY ANY ATTORNEY OR ANY OTHER SERVICE PROVIDER YOU ENCOUNTER ON OR THROUGH OUR WEBSITE, AND ANY USE OR RELIANCE ON SUCH PROFESSIONAL SERVICES IS SOLELY AT YOUR OWN RISK.

5. REFERRALS

If You share a specified link and invite someone to register for an AND CO account through the AND CO Website or application, and they become a Subscriber through the link, You will receive a $30 credit towards Your AND CO account (“Referral Credit”) for each qualified Subscriber who makes a qualified first purchase. The person must be a new Subscriber of AND CO (i.e., they cannot have previously been an AND CO subscriber or received free or discounted products from AND CO) and live in a different household in the United States. The new Subscriber shall receive a $30.00 credit to be applied towards their first invoice.

You will only receive a Referral Credit for Your Subscriber's first qualified purchase if the purchase was a result of an invite from You via an authorized referral method. If Your Subscriber does not click on the personal referral link in their invite email or other invite mechanism to accept Your invitation, You will not receive a Referral Credit and we will have no liability to You because there is no discernible way to identify that the purchase resulted from Your referral. A qualified purchase is considered a AND CO subscription. Free or discounted trial orders do not count as a qualified purchase. While there is no limit to the amount of referrals You can make, You may only accrue up to fifty (50) Referral Credits in any calendar year. You can track Your Referral Credits by visiting the Invites section in Your Profile.

If two people refer the same Subscriber, the Subscriber who sent the link that is used to create the new member's account will be considered the referring Subscriber, regardless of which link was sent to the new member first. There is a limit of one Referral Credit per new email address that is registered on and.co.

You may not use spam or send unsolicited emails to people You don't personally know to collect Referral Credits and You may not collect Referral Credits by posting on message boards or other online venues in violation of such venues' terms of use. AND CO may terminate Your account and/or rescind all Your existing Referral Credits if You violate this policy.

Spending Referral Credit: Referral Credits are valid for six (6) months from issuance. Your Referral Credits are automatically applied to Your purchases at checkout in the order in which they expire (i.e., first to expire will be applied first). You can check the amount of Referral Credits You have earned and their associated expiration dates at any time by visiting the Invites section in Your Profile.

Prohibitions and Cancellation: Referral Credits are issued to an individual AND CO account holder at our discretion and cannot be transferred between accounts or between users. Credits cannot be bartered, exchanged or sold. Corporate customers are not eligible to participate. Referral Credits are a promotional offer and are not a payment instrument. Referral Credits are issued without any exchange of money or value from You and You have no vested property right or interest in them.

Referral Credits have no cash value by themselves; they are only deemed to have a notional cash value of $30 if they are used in connection with an eligible purchase on AND CO.comand.co. We reserve the right to limit or cancel Your Referral Credits in our sole discretion if we determine that You have violated these Terms of Service, including without limitation through fraudulent or misleading referral activity (for example, by inviting fake people to join AND CO, using false names, using multiple email accounts or email addresses, impersonating another person or otherwise providing false or misleading information to us) or if we terminate Your account for any reason. You may also be liable for civil and/or criminal penalties under applicable law.

Changes to Referral Credit Terms. We reserve the right in our sole discretion at any time and without prior notice to You, to add to, remove or otherwise change the terms applicable to the issuance and use of Referral Credits. Such changes may include, without limitation, how You may earn and spend Referral Credits, how long Referral Credits last, minimum purchase amounts with which Referral Credits may be used and the lifetime maximum amount of Referral Credits that You may earn.

6. CONFIDENTIALITY AND PRIVACY

Confidentiality:  Unless the relevant party has the prior written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

Each party's obligations under this clause will survive termination of these Terms. This provision shall not apply to any information which: is or becomes public knowledge other than by a breach of this clause or other restriction; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or is independently developed without access to the Confidential Information.

Privacy: AND CO maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at https://www.and.co/privacy and You will be taken to have accepted that policy when You accept these Terms.

7. INTELLECTUAL PROPERTY

General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of AND CO (or its licensors).

Ownership of Data: Title to, and all Intellectual Property Rights (if any) in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the AND CO Access Fee when due. You grant AND CO a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. You also grant AND CO the right to use the Data anonymously and in the aggregate to improve the Services and provide Services to other customers.

Backup of Data: You must maintain copies of all Data inputted into the Service. AND CO adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. AND CO expressly excludes liability for any loss of Data no matter how caused.

Third party applications and Your Data: If You enable third-party applications for use in conjunction with the Services, You acknowledge that AND CO may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. AND CO shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Third party content: Content from other users, suppliers, advertisers, and other third parties may be made available to You through the Services. Because AND CO does not control such content, You agree that AND CO is not responsible for any such content. AND CO does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and AND CO assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by AND CO. AND CO is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services You may be exposed to third-party websites that You find offensive, indecent or otherwise objectionable. AND CO makes no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services. AND CO provides these links for Your convenience only and does not control such websites. AND CO’s inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Services may contain links to websites that are operated by AND CO but which operate under different terms.

It is Your responsibility to review the privacy policies and Terms of Service of any other website You visit. YOU AGREE THAT IN NO EVENT WILL AND CO BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY. Feedback: We welcome Your feedback to improve Your user experience. We may also ask for You may provide suggestions and comments or other feedback to AND CO with respect to the Services (“Feedback”). You represent and warrant that you have all rights to submit the Feedback. You are responsible for the legality, accuracy, originality and content of your Feedback. Submission of Feedback is at your own risk. You shall, and hereby do, assign to AND CO all right, title and interest (including all related intellectual property and other proprietary rights) in and to the Feedback. AND CO will be free to use or disseminate your Feedback.

8. WARRANTIES AND ACKNOWLEDGEMENTS

Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

Acknowledgement: You acknowledge that: You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).

AND CO has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You agree that:

You are responsible for ensuring that You have the right to do so; You are responsible for authorizing any person who is given access to information or Data, and You agree that AND CO has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and

You will indemnify AND CO against any claims or loss relating to:

AND CO's refusal to provide any person access to Your information or Data in accordance with these Terms,

AND CO’s making available information or Data to any person with Your authorization. The provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk.

AND CO does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. AND CO is not in any way responsible for any such interference or prevention of Your access or use of the Services.

AND CO is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.

It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Software and the Website will comply with laws applicable to You (including any laws requiring You to retain records).

Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

Warranty Disclaimer: THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY AND CO TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. AND CO HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. AND CO DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND CO EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE SERVICE OR WEBSITE.

IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST AND CO WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE ACCESS FEES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO AND CO IN THIS SECTION 9 (LIMITATION OF LIABILITY) ALSO INCLUDES ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS.

If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Termination Clause below.

10. TERMINATION

Trial policy: When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your Organization in the 'My AND CO' section of the Services.

Prepaid Subscriptions: AND CO will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable by You. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Breach:

If You:

breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied;

breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Access Fees that are more than thirty (30) days overdue); or You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

AND CO may take any or all of the following actions, at its sole discretion:

Terminate this Agreement and Your use of the Services and the Website;

Suspend for any definite or indefinite period of time, Your use of the Services and the Website; Suspend or terminate access to all or any Data.

Take either of the actions above in respect of any or all other persons whom You have authorized to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined at Clause 4) is not made in full by the relevant due date, AND CO may suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.

Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

remain liable for any accrued charges and amounts which become due for payment before or after termination; and

immediately cease to use the Services and the Website.

Expiry or termination: Clauses 1, 3-10 and 12 survive the expiration or termination of these Terms.

11. HELP DESK

Technical Problems:  In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting AND CO. If You still need technical help, please check the support provided online by AND CO on the Website or failing that email us at hello@andco.nyc.

Service availability: While AND CO intends that the Services should be available from 10:00am to 9:00pm EST, during business days, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason AND CO has to interrupt the Services for longer periods than AND CO would normally expect, AND CO will use reasonable endeavors to publish in advance details of such activity on the Website.

12. GENERAL

Entire agreement: These Terms, together with the AND CO Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and AND CO relating to the Services and the other matters dealt with in these Terms.

Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money. No Assignment: You may not assign or transfer any rights to any other person without AND CO's prior written consent.

Governing law and jurisdiction: The State of New York law shall govern this Agreement and except as set forth in the Arbitration Clause & Class Action Waiver Section set forth below, You submit to the exclusive jurisdiction of the state courts in the Southern County, of New York for all disputes arising out of or in connection with this Agreement. The Services are offered to residents of the United States only. Individuals outside of the United States are not authorized to use the Services and AND CO disclaims any and all liability in connection with unauthorized users.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS: YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF JAMS ARBITRATORS IN ACCORDANCE WITH SUCH RULES. JUDGMENT UPON THE AWARD RENDERED BY SUCH ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Use must be filed within one (1) year after such claim of action arose or be forever banned. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Clause & Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to AND CO must be sent to hello@andco.nyc or to any other email address notified by email to You by AND CO. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

These Terms of Use were last updated on May 23, 2016