Terms of Service

Last Updated: September 22, 2022

Welcome to S3LF. S3LF is an application and software platform designed to help small businesses provide wellbeing resources to their employees, at a cost they can actually afford. We offer an incredible service that helps individuals, workplaces, and communities with total wellbeing – so each can be their best self. 

S3LF offers a unique incentive or reward option through the S3LF card. S3LF cards are pre-paid debit cards that can be used to pay for products and services from approved S3LF vendors or organizations. Employers and employees or users may load funds onto a S3LF card, and vendors reserve the right to accept payment for certain products or services based on Agreements vendors have with S3LF. 

This Agreement outlines terms and conditions for users, employees, employers, business owners, and vendors who use or interact with S3LF or the S3LF card. 

If you have questions or want us to speak in plain English about any of the topics found here, reach out to us at info@s3lf.co and we will do our best to help you! We love S3LF and we love helping people feel empowered to be their best. 

S3LF is currently owned and operated by What 3 Things Joint Venture, LLC. S3LF is used in place of What 3 Things Joint Venture, LLC throughout this Agreement, with the understanding that S3LF is the Service, Production, Application, and Offer provided. 

Terms of Service Summary

Services

We provide you with software to enhance your journey to wellbeing – we meet you where you are, and offer an innovative approach that’s not restrictive or prescriptive. We will respect and protect your privacy, data, and personal information to the best of our ability. You are in control of the information you share with us, and we agree to provide you with transparency and trust for how your information will be used. S3LF may interact with third parties that offer additional services or benefits not directly tied to the S3LF platform, and you may be subject to additional terms and conditions or privacy policies based on third party interactions. 

SMS Notifications

You may have the opportunity to sign up for SMS notifications, where applicable. SMS notifications may be used to confirm purchases or transactions within the S3LF app, including but not limited to: monthly subscription payments, and reward transactions.

1. When you opt-in to the service, we will send you an SMS message to confirm your signup and verify your identity. 

2. You will receive messages confirming purchases and transactions made via text.

3. You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again.

4. If at any time you forget what keywords are supported, just text “HELP” to the short code. After you send the SMS message “HELP” to us, we will respond with instructions on how to use our service as well as how to unsubscribe.

5. We are able to deliver messages to the following mobile phone carriers: Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile. Minor carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). ***Carriers are not liable for delayed or undelivered messages***

6. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive up to two SMS messages per transaction you make. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the services provided by this short code, you can send an email to info@s3lf.co. 

7. If you have any questions regarding privacy, please read our privacy policy: Privacy Policy

Registering for S3LF

You provide us with basic information about you, or your business organization; we will seek to verify your information (we may work with third parties to do so) and approve your account unless deemed risky (by us or our payment processors). You give us permission to do all this, and to periodically update the information or we otherwise must decline to offer S3LF to you. There are some prohibited activities for which you may not use S3LF including, but not limited to, illegal activity, adult content, gambling, multi-level marketing, drugs, intellectual property or proprietary rights infringement, and investment & credit services.

Termination and Other Legal Terms

We can terminate this agreement at any time (especially if you do something that violates the terms and conditions or privacy policy). You can also terminate this agreement at any time. Termination is effective immediately. Termination does not alter your liability for processed transactions or related chargebacks.

S3LF Terms of Service (The Super Fine Print)

The Terms and Conditions described here constitute a legal agreement (“Agreement”) between S3LF user, business organization, or administrator listed as the “User” or “Admin” on the service registration page (sometimes referred to as “you,” “your”, “user”), and the S3LF team, encompassing both S3LF and What 3 Things Joint Venture, LLC (the legal organization that owns S3LF). 

Section A: S3LF

1. Our Role and Your Role(s)

S3LF helps empower you to take control of your wellbeing. For employees or users, S3LF gives you access to wellbeing resources, incentives, and events to empower you to make decisions to help you be your best. For employers, S3LF gives you a service you can provide to your employees (and yourself!) to help empower each person to be their best. For vendors, S3LF gives you an opportunity to promote your products and services to S3LF card users, providing users with access to products and services to incentivize their use of S3LF.  

2. Authorization for Handling of Funds

Incentives and rewards are offered through the S3LF card, which is a prepaid debit card. S3LF will not monitor or pull credit reports, nor request access to your personal financial history. S3LF is not a bank or a money services business (“MSB”) and S3LF does not offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for the products or services purchased using S3LF or a S3LF card. 

By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. If applicable, settlement funds will be held in a deposit account at Beacon Credit Union pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Beacon Credit Union pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account at Beacon Credit Union.

3. Payment Methods

S3LF will only process transactions that have been authorized by the applicable Card Network or card issuer.

You are solely responsible for verifying identity of your employees or users, ensuring that they have authorized the transaction, and determining their eligibility to purchase qualified products and services. S3LF does not guarantee or assume any liability for transactions authorized and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. S3LF may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.

4. Customer Service

We will provide you with customer service to resolve issues relating to your S3LF Account, use of S3LF, and the distribution of funds to your designated bank settlement account or S3LF card. You, and you alone, are responsible for providing details regarding distribution of reward and incentive funds for your employee users. 

5. Taxes

It is your responsibility to determine what, if any, taxes apply to the transaction or sale of your products and services and/or the payments you receive or submit in connection with your use of S3LF (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process, and that users or admins are ultimately responsible for the accuracy and submission of any reporting.

6. Your Data Security Obligations

You agree to comply with all applicable state and federal laws and rules in connection with your dissemination of any personal, financial, card, or transaction information in your account or through S3LF. You are solely responsible for compliance with any laws, regulations, or rules applicable to your organization or person.

7. Security and Fraud Controls

S3LF uses Stripe for Payment Processing, who is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your employees or users at your own risk. We recommend you review our Privacy Policy, which will help you understand how we collect, use, and safeguard the information you provide to us. 

8. Suspicion of Unauthorized or Illegal Use

We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other S3LF agreement, or exposes you, other S3LF users, financial services providers, or S3LF to harm or unnecessary risk, including but not limited to fraud and other criminal acts. You grant us authorization to share information with law enforcement about you, your transactions, or your S3LF Account if we reasonably suspect that your use of S3LF has been for an unauthorized, illegal, or criminal purpose.

9. Disclosures and Notices

You agree that S3LF can provide disclosures and notices regarding S3LF to you by posting such disclosures and notices through S3LF management dashboard, emailing them to the email address listed in your S3LF Account, sending via SMS to the phone number listed in your S3LF Account, mailing them to the address listed in your S3LF Account, or posting them to our website. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices will be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email or message was not delivered.

10. References to Our Relationship

You agree that, from the time you begin using S3LF until you terminate your account with us, we may identify you as a customer or user of S3LF. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and S3LF.

11. Restrictions

You agree not to, and shall not permit any third party to:  (i)  license, redistribute, sell, lease, lend or rent the Service; (ii) disassemble, reverse engineer, decompile or decrypt or attempt to derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any documentation or data related to the Service; (iii) copy, modify, improve or create derivative works or features or a competitive product to the Service or any part thereof; (iv) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (v) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Service; (vi) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; and/or (vii) use the Service to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches this Agreement.

You agree not to access (or attempt to access) the Service by any means other than through the interface provided by the Service, unless you have received authorization by a separate, written agreement with S3LF. You agree that you will not engage in any activity that interferes with or disrupts the Service (or services, servers, networks, or systems that are connected to the Service. Unless you are authorized by a separate, written agreement with S3LF, you agree not to crawl, scrape, reproduce, duplicate, copy, sell, trade, or resell the Service for any purpose.

You agree that you shall not use or misuse the Service for your own commercial gain or to transmit or upload through the Service (whether as a User Submission or otherwise) any software harmful to the Service including, but not limited to, software referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots,” or “trap door devices” that 

            (a) is designed or intended to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate, or otherwise impede in any manner, any data, storage media, program, system, equipment, or communication, based on any event, including but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a feature;

            (b) would enable an unauthorized person to cause such result; or

            (c) would enable an unauthorized person or entity to access another person’s information without such other person’s knowledge and permission.

Section B: Registering your S3LF Account

1. Registration

S3LF products and services are only made available under this Agreement to persons in the United States. S3LF may not be used to accept payments for personal, family, or household purposes. To use S3LF, you will first have to register. When you register, we may collect basic information including your name, organization name, location, email address, tax identification number, and mobile phone number. If you have not already done so, you will also be required to provide a mobile phone number and password for your S3LF Account. You may not register another account with S3LF if we have already rejected an account for you or your organization. If you believe your original application was rejected in error, please contact our Support team at info@s3lf.co to review your account.

2. Account

In order to use some of the Service features you may have to create or use an account (an "Account"). If you create an Account, you must provide accurate and complete information about yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account secure. You must notify S3LF immediately of any unauthorized use of your Account. The using or providing of any false, fake, or fictitious name or contact information in connection with the Service is grounds for immediate termination of your Account and ability to use the Service. You agree that you are solely responsible (and that S3LF and its Affiliates have no responsibility or liability to you or to any third party) for any breach of your obligations under this Agreement or for any consequences of such breach.

You acknowledge and agree that information you provide in the course of creating an Account or use of the Service, including but not limited to, name, email address, phone number, physical address, and employer, may be provided to and maintained by S3LF, whether or not you complete the registration process, and may be used by S3LF in connection with other products and services.

3. Location Data

Certain features or functionality ("Features") of the Service may collect or be dependent on data related to your geographic location ("Location Data"). If you wish to use these Features, you agree to provide or to make your Location Data accessible to us. To the extent that we do collect Location Data, we shall use it in accordance with our Privacy Policy (as defined below). If you do not provide or make such Location Data accessible, then the Features may be limited or not operate. 

4. Your Content

You confirm that the content you upload, import, copy, display, transmit and/or otherwise use while interacting with the Service, including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, or any other information ("Your Content") does not infringe upon any third-party rights, including any intellectual property and privacy rights.

5. Third-Party Sources and Content

The Service may enable you to view, access, link to, interact with and otherwise use third-party content that are not owned or controlled by S3LF ("Third-Party Content"). 

S3LF is not responsible for, and it expressly disclaims all warranties regarding, the accuracy, appropriateness, completeness, usefulness, safety, or Intellectual Property Rights (as defined below) of, or relating to, any Third-Party Content. You always have the choice to decide whether or not to view or use Third-Party Content. Your interaction with and reliance upon, any Third-Party Content is at your sole discretion.

S3LF does not endorse any advertising, promotions, campaigns, products, services, or other materials that is included in any Third-Party Content or that is communicated to you from a third-party source and in no way shall be responsible or liable to you in connection with Third-Party Content.

6. Messages

The Service may permit you to send messages (including via email) to S3LF but not to other Service users ("Messages").  Users agree to not engage in direct, or indirect through a third party, contact and/or communications with the other while using the Service or until the contact information for the other is disclosed through the Service.  You are solely responsible for your Messages and the consequences of sending them, and you agree to hold S3LF and S3LF’s Affiliates harmless, and expressly release and agree to defend and indemnify S3LF and S3LF’s Affiliates, from any and all liability arising from your Messages as further set forth in Section 19 (Indemnity). You grant us a worldwide right to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, services of third-party service providers to facilitate the sending of Messages to your designated recipients). You represent and warrant that your Messages will not be infringing on any third-party right, including Intellectual Property or privacy rights. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Section 9 (User Submissions) below shall also apply to Messages that you send via the Service.

7. User Submissions

7.1.      The Service may permit the viewing, hosting, sharing, posting, and publishing of Your Content ("User Submissions"). You understand that your User Submissions may be publicly available to third parties including, but not limited to, other Users, Employers, or Vendors that S3LF believes may have an interest in your User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. S3LF has complete discretion whether to publish your User Submissions and S3LF reserves the right without further notice to you, to monitor, censor, edit, remove, and/or delete any and all User Submissions at any time which S3LF believes to be in violation of Section 7.5 (Prohibited Content).  S3LF disclaims all liability and assumes no responsibility for the User Submissions you send, receive, post, upload, download, view, access, or otherwise use including but not limited to the content, accuracy, validity, completeness, legality, reliability, authenticity, or availability thereof through the Service. If you see any inaccuracy in any User Submissions, it is your responsibility to correct such information or to contact S3LF in writing with proof that such information is incorrect and provide the correct information. 

7.2.      Right to User Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the User Submissions, you hereby grant S3LF a worldwide, irrevocable, non-exclusive, royalty-free, transferable, sublicensable, and perpetual right and license to make, use, sell, sublicense, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit all the User Submissions only in connection with operating, promoting, managing, and/or otherwise providing the Service without restrictions, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof), and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You understand and agree that no compensation in any form shall be due or payable to you in connection with S3LF’s exercise of its rights and license granted within this Section. If any compensation may or could be due under applicable law resulting from or in connection with S3LF’s exercise of this right or license, you hereby waive any and all rights to such compensation. You grant S3LF, What 3 Things Joint Venture, LLC, its Affiliates, and its sublicensees a license to use your name, username, and/or trademark and logo in connection with (i) any such User Submissions, (ii) any S3LF marketing materials containing or incorporating such User Submissions, or (iii) any actions by S3LF to promote or publicize such User Submission, including without limitation the use of keywords in third-party internet search engines. By creating an Account and/or sharing, posting, publishing, uploading, submitting, and/or otherwise making your User Submissions available to S3LF or the Service, you are requesting and authorizing S3LF to make your User Submissions available to third parties including, but not limited to, Users and Employers that S3LF believes may have an interest in your User Submissions.  You agree that S3LF may share with you User Submissions by others that, in S3LF’s sole discretion, match the contents of your User Submissions.  S3LF may also automatically send you recommended User Submissions via the phone number used to create an Account. S3LF may determine, in its sole discretion, what User Submissions to recommend based on several criteria, including but not limited to, any information you provide through your Account, your User Submissions, searches you run through the Service, User Submissions you click on, or other materials you provided to an Employer or User through the Service. S3LF disclaims all liability and assumes no responsibility for the User Submissions or the content of User Submissions from other users of the Service that S3LF shares, sends, receives, posts, uploads, downloads, views, accesses, forwards, transmits, or otherwise makes available to you through the Service.  If you see any inaccuracy in any User Submissions, it is your responsibility to correct such information or to contact S3LF in writing with proof that such information is incorrect and provide the correct information. S3LF does not vouch for the validity or accuracy of any contact information provided to S3LF by a User, Employer, or Vendor.  Once you provide information to any user, S3LF does not have control over the other user’s use or disclosure of that information.  If you want another user to delete, modify, or maintain confidence over any such information, any such request must be made directly to the other user and not to S3LF. S3LF disclaims all liability and assumes no responsibility for the use of such information by another user.

7.3.      Exposure, Disclaimers, and Waivers. You understand and acknowledge that when accessing and using the Service: you will be exposed to User Submissions from a variety of sources, and that S3LF is not responsible for the contents, accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions. S3LF is not responsible and disclaims all liability for the criteria of a community resource, challenge, or event. S3LF cannot guarantee the identity of, and specifically disclaims any responsibility or liability for, any friend or connection request, community resource, challenge, or event, and S3LF cautions users accordingly when interacting with the other, as stated in this Agreement. S3LF cannot guarantee, and specifically disclaims any responsibility or liability for, the health and safety measures in an Employer’s or organization’s daily operations. S3LF recommends all users follow personal health and safety best practices as recommended by the United States Center for Disease Control, the World Health Organization, and/or similar institutions. S3LF does not guarantee, and specifically disclaims any responsibility or liability for, the validity of a community resource, challenge, or event. Users are solely responsible to verify the accuracy of any content submitted or reviewed. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against S3LF in the foregoing respects of Section of 9.3.

7.4.      Disclosure. S3LF reserves the right to access, read, preserve and disclose any User Submission or any other information that S3LF obtains in connection with the Service as S3LF reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request;  (ii) enforce this Agreement, including investigation of potential violations of it;  (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your user support requests; or (v) protect the rights, property or safety of us, our users or the public.

7.5.      Prohibited Content. You agree that you will  not  send, display, post, submit, publish or transmit a User Submission or Message that: (i) is unfair or deceptive under the  consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by  trade  secret  or  otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person's safety  or  health, creates a  risk to  public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another  person; (v)  promotes  illegal  drugs,  violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive,  or encourages conduct that would be considered a  criminal  offense, gives  rise to  civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.

7.6.      Equality and Discrimination. You agree that any right or defenses you have under any applicable employment, equality, or discrimination laws and regulations, the US Fair Credit Reporting Act, any corresponding state laws, or any similar laws and regulations for consumer or credit reporting agencies may only be asserted against the Employer or Vendor and that S3LF has no responsibility for, disclaims, and is released from the same. Without limiting S3LF’s rights set forth elsewhere in this Agreement, S3LF reserves the right (but is under no obligation) to remove any User Submissions that directly or indirectly discriminates against other users based on gender, sex, race, age, sexual orientation, or disability (“Discriminatory Criteria”).  Users understand and agree that it is the User’s responsibility to refrain from posting any User Submissions or Content that directly or indirectly discriminate against users or otherwise violates applicable law. Pursuant to Section 19 (Indemnity) of this Agreement, a User, Employer, or Vendor agrees to hold harmless, defend, and indemnify S3LF and S3LF’s Affiliates in any matter relating to a User’s actual or alleged, direct or implied, discrimination as set forth herein. 

7.7.      No Third-Party Beneficiary. S3LF is not a third-party beneficiary of or liable for any agreements between a User or Vendor, regardless of whether or not S3LF receives a fee from a User or Vendor in connection with the Service. S3LF will not be liable for any damages or costs arising from or related to such transaction.

7.8.      By creating an Account and/or using the Service, you acknowledge, understand, and agree to the applicability of Section 230 of the US Communications Decency Act, which provides that 

(1) Treatment of publisher or speaker

No provider or user of an interactive computer service shall be treated as the publisher or speak of any information provided by another information content provider.

(2) Civil Liability

No provider or user of an interactive computer service shall be held liable on account of:

(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

7.9.      You agree and S3LF reserves the right to use any User Submissions to prevent tortious, illegal, or any other activities that are detrimental to other users. S3LF reserves the right to use any method in its discretion to detect and block harmful or prohibited activity and to screen User Submissions to prevent abuse, fraud, harm, spam, or prohibited content. If you use the Service, you agree to S3LF enforcing this Agreement to prevent such abuse, fraud, harm, spam, or prohibited content. Enforcement may result in a temporary or permanent suspension or termination of your Account or User Submissions, with or without notice. S3LF shall not be responsible or liable for any such suspension or termination or the consequences of any suspension or termination. S3LF reserves the right to turn over any information gathered via its enforcement of this Agreement to law enforcement or other third party.

8. Copyright Policy

 8.1.    Removal of Content. It is S3LF’s policy to respect the legitimate rights of copyright owners, and S3LF will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the "DMCA"), Please be advised that S3LF enforces a policy that provides for the termination in appropriate circumstances of your Account and access to the Service of any users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information in accordance with the DMCA:

8.1.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; 

8.1.2. A description of the copyrighted work you claim has been infringed; 

8.1.3. A description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it. Providing URLs in the body of an email is the best way to help us locate content quickly; 

8.1.4. Your address, telephone number and email address; 

8.1.5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

8.1.6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

8.2.    Counter-Notification. If you believe that the material you posted was removed from the Service by mistake, and that you have the right to post the material, you may elect to send S3LF a counter-notification. To be effective the counter-notification must include substantially the following (please consult your legal counsel or Section 512(g)(3) of the DMCA to confirm these requirements): 

8.2.1. Your physical or electronic signature; 

8.2.2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help S3LF locate content quickly; 

8.2.3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and 

8.2.4. Your name, address and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person. 

8.3.    Misrepresentations. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

9. Prohibited Businesses

There are certain categories of businesses and business practices for which S3LF cannot be used (“Prohibited Businesses”). Many of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. We will maintain a list here: Prohibited Businesses. By registering a S3LF Account, you confirm that you will not use S3LF in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or have questions about how these requirements apply to your business, please contact us.

Section C: Payments, Processing Card Transactions, and Fees

1. Payments 

1.1     S3LF may charge a fee for the use of the Service (each such purchase, a "Transaction"), you will be asked to supply certain information applicable to your Transaction, including, without limitation, credit card information, bank account or other payment method information, and billing address. You agree that all information that you provide in connection with the Transaction will be accurate, current, and complete and consent to disclosure, transmission, and use of such information as necessary to process the Transaction. You agree to pay all charges incurred by you at the prices then in effect. Price and availability of the Service are subject to change without notice. You will also be responsible for paying any applicable taxes relating to your Transactions. You authorize S3LF to charge your designated payment method for such Transactions. If for any reason, S3LF does not receive payment from Your designated payment method, You agree to pay all amounts due upon demand from S3LF. You acknowledge that complying with laws is your responsibility, and you agree not to hold us liable for your failure to comply with any law or our failure to notify you of, or properly apply, any law. S3LF will comply with law enforcement authorities and may provide them with any and all information you submit to us to assist in any investigation or prosecution they may conduct. You agree that you will only use credit cards or payment methods belonging to you or such other party who expressly authorize such use, for the purpose of conducting Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. Every use of the Service, You agree and reaffirm that (i) You will be responsible for all charges for all Transactions, including but not limited to all applicable fees, taxes, and surcharges; (ii) S3LF may submit charges incurred under your account for payment; (iii) S3LF or its designated/authorized billing vendor is authorized to charge your designated payment method.

1.2 S3LF may use a domestic or international third-party payment service (collectively the “Payment Service”), which may result in transaction fees billed to your designated payment method, for the collection of all charges related to all Transactions. At each Transaction, you will provide S3LF your payment information and S3LF will pass that information to the Payment Service. Any international transaction fees that you may incur will be charges by Your bank and not by S3LF. Direct all questions concerning such fees directly to Your bank. Any information You provide to S3LF in connect with payments that S3LF may provide to the Payment Service may also be subject to the Payment Service’s terms of service, user agreement, and/or privacy policy. You agree that S3LF is not, and will not ever be, responsible or liable for any services, sites, acts, or omissions by the Payment Service. 

1.3 Subscriptions. If a Transaction includes Your purchase of a subscription for the Service, You will be charged a monthly or annual subscription fee, plus any applicable taxes, surcharges, and other charges, (“Subscription Fee”) at the beginning of your subscription and each month or year thereafter, as applicable, at the then current Subscription Fee. By purchasing a subscription, You authorize S3LF to initiate recurring non-refundable payments as set forth below. If You purchase a subscription, S3LF (or its Payment Service) will automatically charge you each month or year, as applicable, on the anniversary of the commencement date of your subscription, using the payment information and designated payment method You provided until You cancel Your subscription. By agreeing to this Agreement, using the Service, and electing to purchase a subscription, You acknowledge and agree that Your subscription has recurring payment features and You accept responsibility for all recurring payment obligations prior to cancellation of the subscription by You or S3LF. A subscription continues until cancelled by You or S3LF terminates Your access to or use of the Service or subscription in accordance with this Agreement.

1.4 All Transactions and Subscription Fees are final and nonrefundable.

2. Processing Card Transactions

As used in this Agreement, a “Chargeback” is a request that a vendor files directly with an issuing bank to reverse or invalidate a processed payment, and a “Refund” means a reversal of a charge, in whole or in part, that you initiate. “Claim” means a challenge to a payment that you or a User / Vendor files directly with Stripe. “Reversal” means Stripe reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her), (d) you received the payment for activities that violated this Agreement or any other agreement you have with S3LF, or (e) we decided a Claim against you.

3. Payouts and Transaction History

We will pay out funds settling from the Card Networks to your designated bank or card settlement account or by mailed check for your deposit (“Bank Account”) that you provide when registering your S3LF Account. Funds will be settled in the amounts actually received (less our Fees, as defined below) for transactions processed by S3LF. Any such funds paid to you prior to having been settled are considered preliminarily credited but may be Reversed if the transaction does not ultimately clear the Card Network. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).

4. Payout Schedule

“Payout Schedule” refers to the time it takes for us to initiate a transfer to your designated Bank Account of settlement funds arising from card transactions processed through S3LF. The settlement funds should normally be credited to your Bank Account or paid by check within 60 days of us initiating the payout. The initial transfer to your account may be delayed pending review of your account. We are not responsible for any action taken by the financial institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you. You can contact us at any time to inquire about changing the timing of your Payout Schedule, and will be informed of the process and requirements for S3LF to review your Payout Schedule.

We reserve the right to change the Payout Schedule, suspend payouts to your Bank Account, or initiate a Reversal should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of S3LF or the S3LF card, or if required by law or court order.

5. Reconciliations and Errors

Transaction History will be available to you when you login to your S3LF card management dashboard. You are responsible for reconciling your Transaction History with your actual transactions, and agree to notify us of any errors or discrepancies in your Transaction History (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, we will transfer funds to your Bank Account in the next scheduled payout. While we may still work with you to reconcile Errors, your failure to notify us such Errors within 60 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.

If you submit or cause us to process transactions erroneously, you will contact us immediately. We will investigate any reported erroneous transactions and attempt to rectify them by crediting or debiting your Bank Account as appropriate. Your failure to notify us of a processing error within 30 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you.

6. Refunds and Returns

You agree to submit all Refunds for returns of your products and services that you used S3LF card funds to receive payment through for your customers in accordance with this Agreement and Network Rules. Network Rules require that you will (i) maintain a fair return, cancellation, or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase; (iii) not give cash Refunds to a customer in connection with a Card sale, unless required by law; and (iv) not accept cash or any other item of value for a Refund.

Full Refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all Refunds within 60 days after the original transaction date, and you acknowledge that Refunds processed after that time may not be capable of being processed.

S3LF will deduct the Refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. Where these funds are not sufficient, you authorize S3LF to initiate a debit entry to your Bank Account in the amount necessary to complete the refund transaction to the cardholder’s card. In the event S3LF cannot debit your Bank Account, you agree to pay all funds owed to S3LF immediately upon demand. You are solely responsible for accepting and processing returns of your products and services. We have no responsibility or obligation for processing such returns, or for responding to your customers’ inquiries about such returns.

7. Chargebacks

A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction where you are immediately liable for the amount of the transaction. You can be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks.

When a Chargeback is issued, you are immediately liable to S3LF for the full amount of the transaction related to the Chargeback plus any associated Fees, fines, expenses, or penalties (including those assessed by the Card Networks or our payment processors). You agree that S3LF may recover these amounts by debiting your Bank Account, debiting the Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. Where such amounts are not immediately paid to us, you agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.

If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

8. Contesting your Chargebacks

You or S3LF may elect to contest Chargebacks assessed against you. S3LF may provide you with assistance including notifications and support to help contest your Chargebacks, but we do not assume any liability for our role or assistance in contesting Chargebacks.

You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with financial institutions and Card Networks to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.

If the Chargeback is not resolved in your favor, we may recover the Chargeback amount and any associated fees from you. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

9. Excessive Chargebacks

At any point, S3LF, Stripe, the Card Networks, or our payment processors may determine that you are incurring excessive Chargebacks. Card Networks typically consider Chargeback volume approaching 1% of your total processing volume to be excessive, although the level at which you are considered to have excessive Chargebacks may be more or less than that. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (a) additional controls and restrictions put on your use of S3LF, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, or (iii) delays in your Payout Schedule; or (b) possible suspension or termination of your S3LF Account and access to S3LF. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for User or Admins with excessive Chargebacks.

10. S3LF Fees

You agree to pay all fees assessed by us to you for providing S3LF described in this Agreement (“Fees”). Except as otherwise stated in writing by S3LF, these fees will be calculated pursuant to the Fee Schedule outlined in your user Agreement and incorporated into this Agreement by reference. We reserve the right to revise our Fees with 30 days’ notice to you.

You acknowledge that you are also responsible for any penalties or fines imposed on S3LF or you by any Card Network or financial institution as a result of your use of S3LF.

11. Our Collection Rights

To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions, including funds from another one of your S3LF Accounts. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may debit the Bank Account registered in your S3LF Accounts for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand is a material breach of this Agreement and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

In some cases, we may require a personal guarantee from a principal from your business as a condition of our continuing to provide S3LF to you. If a personal guarantee is necessary, we will specifically inform you in advance.

12. Reserves

In certain circumstances, we may determine that a Reserve Account is necessary to provide S3LF to you. Where needed, S3LF may, in its sole discretion, set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in a Reserve Account. S3LF, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.

S3LF may fund the Reserve Account through (i) funds owed to you for transactions submitted through S3LF Service, (ii) debiting your Bank Account, (iii) through other sources associated with your S3LF Account, or (iv) requesting that you provide funds to S3LF for deposit.

13. Security Interest

You grant us a lien and security interest in the Reserve Account, all transactions (including future transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest, even if such request is made after you have established a negative balance with S3LF.

Section D: License, Termination, and Other General Legal Terms

1. Your License to Use S3LF; Our Trademarks

S3LF grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use S3LF solely to (a) access wellbeing resources, events, challenges, and daily things, (b) connect with community members to promote events, challenges, daily things, and accomplishments, (c) access vendors who accept S3LF card payments for products and services deemed acceptable to S3LF, (d) accept and receive payments to or via a S3LF card, (e) manage the funds you so receive. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by S3LF. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this license at any time if you use S3LF content, except as permitted by this Agreement.

We may also periodically make available certain S3LF logos, trademarks, or other identifiers for your use (“S3LF Marks”). If we do so, you will use them subject to any accompanying guidelines, as provided and unaltered. S3LF may limit or revoke your ability to use S3LF Marks at any point. All rights not provided with S3LF Marks are expressly reserved by S3LF. We may change S3LF Marks from time to time. In the event that S3LF Marks are changed, you will (a) use the current version of S3LF Marks and (b) use S3LF Marks consistent with any accompanying guidelines, as provided and unaltered.

2. Ownership

S3LF provides you a limited license to use S3LF as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. S3LF is protected by trademark, copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in S3LF and all copies of S3LF.

For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

You may choose to, or we may invite you to submit comments or ideas about S3LF, including without limitation about how to improve S3LF or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place S3LF under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, S3LF does not waive any rights to use similar or related ideas previously known to S3LF, or developed by its employees, or obtained from sources other than you.

3. Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use S3LF or until terminated by you, and/or S3LF.

4. Termination

You may terminate this Agreement by closing your S3LF Account at any time by following the instructions on our website or in your S3LF Account profile. We may terminate this Agreement and close your S3LF Account at any time for any reason. We may suspend your S3LF Account and your access to S3LF and any funds in your S3LF Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for S3LF because of the risk associated with your S3LF Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement; or (iii) requested by a Card Network or issuing financial institution.

5. Effects of Termination

Upon termination and closing of your S3LF Account, we will immediately discontinue your access to S3LF and your access to your S3LF card. Any funds in our custody will be paid out to you subject to the terms of this Agreement and your Payout Schedule.

Termination does not relieve you of your obligations as defined in this Agreement and S3LF may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.

6. Your Liability

You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties, and other liability arising out of or relating to your use of S3LF and your breach of this Agreement. You are responsible for the accuracy of all reporting requirements when using S3LF. You will be required to reimburse S3LF for any liability we incur due to fulfillment or failure to fulfill obligations to your users, or vendors including delivery of products or services. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to S3LF.

7. Privacy Policy 

Please review S3LF’s Privacy Policy that also governs Your use of the Service and the S3LF website, application, and use of the S3LF card. The Privacy Policy is fully incorporated by reference into this Agreement.

8. Representation and Warranties

You represent and warrant that you are of legal age in your jurisdiction and are otherwise competent to enter into this Agreement in your jurisdiction and, if you are entering into this Agreement on behalf of an entity, that you are authorized to enter into this Agreement on behalf of such entity. Any user found or suspected to be in violation of this Section will have its Account and User Submissions suspended and/or terminated.

All users and admins must represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of S3LF in the manner prescribed by S3LF; (b) you are eligible to register and use S3LF and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services; (e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing S3LF; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no transaction submitted by you through S3LF or the S3LF card will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use S3LF, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of S3LF.

9. No Warranties

S3LF AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH S3LF OR FROM (I) S3LF OR STRIPE; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF S3LF OR STRIPE; OR (III) ANY OF THE DISCLAIMING ENTITIES WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER S3LF HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH S3LF, AND NEITHER S3LF CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH S3LF IS ACCURATE, RELIABLE, OR CORRECT; THAT S3LF WILL MEET YOUR REQUIREMENTS; THAT S3LF WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT S3LF WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT S3LF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF S3LF IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH S3LF OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER S3LF WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

10. Limitation of Liability and Damages

IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF S3LF OR ANY S3LF RELATED PRODUCTS OR SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE, YOUR S3LF ACCOUNT, S3LF CARD, OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF S3LF OR ANY SELF RELATED PRODUCT OR SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH S3LF AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM S3LF; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH S3LF; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH S3LF; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO S3LF DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF S3LF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

S3LF excludes liability for loss of profit, loss of reputation and loss of anticipated savings (whether direct or indirect) and costs, expenses, damages, and losses of an indirect and consequential nature, suffered or incurred as the case may be arising out of or in connection with S3LF’s breach of negligent performance or non-performance of this Agreement.

The maximum liability of S3LF under this Agreement shall be a sum no greater than 100% of the Platform Fees due to S3LF in the calendar year in which the liability arises.

S3LF is controlled and operated from facilities in the United States. Except where expressly stated otherwise, S3LF makes no representations that S3LF are appropriate or available for use in other locations. Those who access or use S3LF from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws, and regulations, including but not limited to export and import regulations. You may not use S3LF from, or on behalf of persons or entities (a) in a country embargoed by the United States, or (b) blocked or denied by the United States government. Unless otherwise explicitly stated, all materials contained in S3LF are solely directed to individuals, companies, or other entities located in the United States.

11. Disputes; Choice of Law; Jurisdiction and Venue

You agree that any disputes arising out of or relating to this Agreement or S3LF will be resolved in accordance with this Section 10.

This Agreement is governed by the laws of the State of South Carolina without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement will be the state or federal courts located in Charleston, South Carolina. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.

Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

12. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of S3LF or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website. Any use of S3LF or software after our publication of any such changes will constitute your acceptance of this Agreement as modified.

13. Assignment

This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction upon notice to you or where substantially all of S3LF’s assets are sold. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without S3LF’s express written consent will be null and void.

14. Change of Business

You agree to give us at least 30 days prior notification of your intent to change your organization’s information for payouts or other reporting.

15. Parties

This Agreement binds you and your respective representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.

16. Third-Party Services and Links to Other Websites

Additionally, you may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-Party Services”) that utilize, integrate, or provide services related to the Service. If you decide to use these Third-Party Services or process credit cards through S3LF and use Stripe, our Third-Party Merchant Services Provider then, you will be responsible for reviewing and understanding the terms and conditions associated with these Third-Party Services. Stripe’s Terms of Services agreement is incorporated fully into this agreement. You agree that we are not responsible for the performance of Third-Party Services.

Our website may contain links to Third-Party Services as a convenience to you. The inclusion of any links to Third-Party Services does not imply an approval, endorsement, or recommendation by us. Your access or use of any Third-Party Services is done at your own risk. You understand that Third-Party Services are not governed by this Agreement. We expressly disclaim all responsibility and liability for Third-Party Services. Please remember that when you use a link to go from our website to a Third-Party Service, our Privacy Policy is no longer in effect. Your browsing and interaction with a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms and policies.

17. Force Majeure

No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D (10), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.

18. Responding to Legal Process

S3LF may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. S3LF is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.

19. Indemnity 

You agree to defend, indemnify, and hold harmless S3LF, What 3 Things Joint Venture, LLC, and all S3LF Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Service, including but not limited to your use of Your Account, the application, website, or S3LF card; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any Intellectual Property Right or privacy right. Without derogating from or excusing your obligations under this section, S3LF reserves the right (at its own expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining S3LF’s express approval.  

20. Entire Agreement

This Agreement constitutes the entire agreement between you and S3LF. In the event of a conflict between this Agreement and any other S3LF agreement or policy relating to the subject matter herein, this Agreement will prevail. These terms and conditions describe the entire liability of S3LF and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to S3LF, and define your access and use of S3LF. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

21. Survival

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement will survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(2) (“Authorization for Handling of Funds”), A(5) (“Taxes”), A(6) (“Your Data Security Obligations”), A(7) (“Security and Fraud Controls”), C(5) (“Reconciliations and Errors”), C(6) (“Refunds and Returns”), C(7) (“Chargebacks”), C(9) (“Excessive Chargebacks”), C(10) (“S3LF Fees”), C(11) (“Our Collection Rights”), C(12) (“Security Interest”), D(2) (“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(9) (“No Warranties”), D(10) (“Limitation of Liability and Damages”), D(11) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(15) (“Parties”), D(18) (“Responding to Legal Process”), D(19) (“Entire Agreement”) and D(20) (“Survival”).

That’s the whole agreement. We just want to provide you with the tools and resources to be your best self!