Merchant Terms of Service

These terms of service (the "Terms") form a contract between you (“You” or “Your”) and Gnosis Labs Inc. (dba Elective) (collectively referred to as "Us","We", "Our", or “Elective”) and govern Your right to access the Websites and the use of and access to the Services by You, Your Affiliates and Users as part of a Subscription during the Term. By accessing or using the Services or Websites or authorizing or permitting any User to access or use the Services or Websites, You are agreeing to be bound by these Terms. If You are using the Services on behalf of an organization, You are agreeing to these Terms on behalf of that organization, and in these Terms, "You" or "Your" refers to that organization. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and must not access or use the Services and/or Websites. In these Terms, You and We are individually referred to as a "Party" and collectively as "Parties". You, if You are an individual, must have reached the age of majority in Your jurisdiction of residence to access the Websites and register for and use the Services.

1. Definitions.

When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere herein, the following terms have the following meanings:
‍‍
Account: means any accounts or instances created by or on behalf of You for access to and use of the Services. You may have multiple Subscriptions which may be subject to separate and distinct Plans, all associated with a single Account. For the avoidance of doubt, reference to an Account herein refers to: (i) Your trial account where a live account has not been activated; or (ii) Your trial account and live account where the live account has been activated.

‍Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

‍Applicable Data Protection Law: means all laws and regulations applicable to the processing ofPersonal Data under these Terms, including (as applicable) laws and regulations of the United States, Canada, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including (as each maybe amended or superseded) the California Consumer Privacy Act (“CCPA”), theGDPR (and any applicable national laws made under it where You are established in the European Economic Area), and the Swiss Federal Act on Data Protection (if You are established in Switzerland).
‍Confidential Information: means all information disclosed by one Party to the other Party, whether in tangible form and labeled “confidential” (or with a similar legend) or whether in intangible form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which: (a) was publicly known and generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without the use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.

‍"controller","processor", "processing" or similar terms shall have the meanings given under Applicable Data Protection Law.

‍Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Us to You or Users through the Services or otherwise.

‍End-Customer: means Your customers and/or any person or entity other than You or Users with whom You interact using the Services.

‍Group Companies: means Gnosis Labs Inc.

‍Personal Data: means any information relating to an identified or identifiable natural person from the data which is submitted by You in respect of the provision and use of the Services, or as defined under Applicable Data Protection Law.

‍Pricing Agreement: means a pricing agreement or an order form referencing these Terms and executed or approved by You and Us with respect to Your Subscription, which agreement may detail, among other things, the Plan applicable to a Subscription, the associated Subscription Fees and other details of the Subscription.

‍Privacy Notice: means Our privacy notice available here, as updated periodically by Us.

‍Plan: means the pricing plan that You choose in connection with a Subscription for the associated functionality and services.

‍Remaining Subscription Fees: means, for a terminated Subscription, an amount equal to the number of whole months remaining in the Term at the time of termination multiplied by the highest Subscription Fees for the Services paid or payable to Us in a calendar month during the Term for such Subscription.

‍Services: means Our cloud-based billing platform and related products and services that You subscribe to, and/or any new services or features that We may introduce as a Service which You may subscribe to, and any updates to the Services, including, individually and collectively, any software, APIs and Documentation.

‍Service Data: means all electronic data, information, text, messages or other materials, including Personal Data of End-Customers and Users, submitted to the Services through an Account in connection with Your access to and use of the Services.

‍Subscription: means Your subscription to the Services through a Plan of Your choice for Your access to and use of an Account. You may have multiple Subscriptions for the various Services offered by Us which may be subject to separate and distinct Plans.

‍Subscription Fees: means the fees payable by You to Us for access to the Services under these Terms and any relevant Pricing Agreement(s).

‍User: means those individuals and/or entities You authorize as users within an Account to use the Services by way of designated login credentials.

‍Websites: means the websites that We operate for the purposes of providing the Services.

2. Right to use the Services.

2.1. Applicability. These Terms govern Your right to access and use the Services as part of a Subscription during the Term.

2.2.  Right to use the Services. Subject to Your (including Your Users') compliance with these Terms and solely during the Term, We grant You a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted by Section 12.3 (Assignment)), worldwide (subject to applicable law) and revocable right to access and use the Services that You have subscribed to for Your own internal business purposes. You may use the Documentation solely in connection with Your use of the Services. Your Affiliates may be added as Users under Your Account.

2.3.  Pre-Release Offerings. We may make pre-release features and functionalities available to You from time to time (“Pre-Release Offerings”). Such Pre-Release Offerings may be referred to as an EAP, beta, non-GA offering, or otherwise. You may choose to sign up for Pre-Release Offerings at Your sole discretion. All restrictions and Your commitments under these Terms shall apply to Your access to and use of Pre-Release Offerings. We may disable, modify or discontinue Pre-Release Offerings at any time in Our sole discretion without notice to You. By using the Pre-Release Offerings, You acknowledge and agree that: (i) the Pre-Release Offerings shall be used only for evaluation and testing purposes; (ii) We provide the Pre-Release Offerings on an “AS IS” and “AS AVAILABLE” basis, without any warranties or conditions; (iii) We shall not be responsible for any damages or liability arising from or relating to the Pre-Release Offerings, including Your use or inability to use such Pre-Release Offerings; (iv) any feedback provided on the Pre-Release Offerings is Our property to use without obligation to You or any other third party; and (v) any and all information pertaining to the Pre-Release Offerings shall be deemed to be Our Confidential Information.

2.4.  Amendments. You are responsible for regularly monitoring the Websites, or Your Account, and the inbox of any email address provided to Us on Account creation for notice of changes to these Terms. We may update these Terms at any time by providing notice to You.  If You do not agree to the changes to the Terms, You may provide written notice to Us terminating these Terms and allSubscriptions within thirty (30) days of the effective date of the amendment. You will be deemed to have accepted any updates if You continue to use the Services beyond this period.

DATA YOU GIVE
DATA 
WE COLLECT
ACTION

You request a demo of Bearer

We call you

You use Bearer

You receive emails from us

You chat with us for customer support

You opt-in to marketing messages

3. Your responsibilities.

3.1.  Account Activities. You are solely responsible for:

3.1.1. Your (including Your Users') access to and use of the Services in compliance with these Terms, as well as the activities of any of Your End-Customers in relation to the Services;

3.1.2. providing Us with and keeping current complete and accurate registration and Account information;

3.1.3. maintaining the confidentiality of unique login information, credentials and passwords associated with Your Account, and the privacy and security of Your Account;

3.1.4. all activities that occur within Your Account (including the activity of YourUsers) and notifying Us immediately of any unauthorized access or use of Your Account, log-in information, credentials or passwords, or any unauthorized activity in Your Account;

3.1.5. ensuring that Your use of the Services to store, process, collect, disclose, use and transmit Service Data is compliant with applicable laws and regulations, including Applicable Data Protection Laws;

3.1.6. immediately ceasing use of the Services for a prohibited activity or purpose if We inform You that a specified activity or purpose is prohibited with respect to theServices;

3.1.7. the accuracy, quality and legality of Service Data, the means by which You acquired Service Data, and Your use of Service Data with the Services or Other Services; and

3.1.8. determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes.

3.2. Your Conduct while using the Services. You agree, on behalf of Yourself and Your Users, not to: (i) use the Services or permit the Services to be used to perform any billing, processing of data, or any related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party other than Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (ii) use or permit the use of the Services or any software, hardware, application or process in a manner that interferes, disrupts, or otherwise breaches the security, integrity, policies or procedures of the Services, or any servers, systems or networks connected to the Services, or harasses or interferes with Our other customers’ use and enjoyment of the Services; (iii) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Services or gain unauthorized access to the Services or Our other customers’ accounts, servers, systems or networks; (iv) falsely imply any sponsorship or association with Us; (v) remove, modify, infringe upon, or misuse any trademarks, trade names, service or other marks, service names, logos, graphics, designs or other commercial symbols, brands, copyright or other proprietary notices on the Services or the Documentation, or add any other markings or notices to the Services or the Documentation; (vi)use the Services to post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, discriminatory or promotes any financial exploitation or a criminal activity; (vii) modify, port, adapt, translate or create any derivative work based upon the Services or the Documentation or use the Services to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; (viii) use the Services to store or transmit any health information (including, as applicable, “protected health information” as that term is defined in 45 C.F.R. 160.103); (ix) use theServices to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software; (x) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, pyramid schemes, or sending electronic communications (including unsolicited e-mails or other commercial electronic messages); (xi) use or attempt to use the Services in violation of applicable laws, regulations and industry standards, including PCIDSS, or in violation of third-party rights, these Terms, the Documentation or applicable API policies; or (xii) access or use the Services if You are a competitor of the Group Companies.

3.3. Compliance with Law. The Services are made available to You solely for lawful purposes and use.  Both Parties will at all times comply with, and will ensure that their respective employees, representatives, agents, volunteers and contractors (including, with respect to You, all Users) comply with all federal, provincial, state, municipal and local laws, ordinances, regulations, rules, by-laws and orders, as well as all industry rules and guidelines (including any payment card network rules) applicable to the operation of its business and these Terms (and its performance hereunder).Without limiting the generality of the foregoing, You will at all times: (a) comply with all applicable marketing, promotion, anti-spam, privacy, and consumer protection obligations; and (b) at Your own expense, obtain and maintain all certifications, credentials, authorizations, licenses, permits, registrations, consents or other permissions necessary to conduct Your business relating to the exercise of Your rights and the performance of Your obligations under these Terms.

3.4. Product Obligations. You are solely responsible for the promotion, marketing and support of the goods, services or other offerings You offer to End-Customers (the “Products”). Your promotional and support materials will accurately describe the Products and their use in all material respects. You will be responsible for providing and are solely liable for the content of all technical and product information for the Products. You will be responsible for ensuring that all Products match the versions and descriptions of Products as marketed by You. You are solely responsible to provide warranty, maintenance, technical or product support services for the Products. As between the Parties, You are solely responsible to the End-Customer for any liabilities related to Your fulfillment of Product orders, end-user license agreements entered into by End-Customers, or use of Products by End-Customers. Furthermore, You are solely responsible for all customer service matters relating to the Products You offer and sell, including pricing, order fulfilment, cancellations, returns, refunds, adjustments, warranties, functionality, technical support and any other matters. You understand and agree that You will not direct End-Customer to Us to resolve any of the aforementioned matters.

3.5. Privacy Notice. You shall obtain all necessary authorizations and consents, including from End-Customers, to permit Us to store, process, collect, disclose, use and transmit personal information in accordance with Our Privacy Notice.

3.6. Representations and Warranties. You represent and warrant to and covenant with Us that:

3.6.1. if You are a corporation, limited company or unlimited company, You are duly organized and existing under the laws of the jurisdiction of Your organization;

3.6.2. You are duly licensed or registered to carry on business in every jurisdiction in which such license or registration is required for purposes of these Terms;

3.6.3. You have all necessary power and capacity to enter into these Terms, grant the rights and licenses granted under these Terms and perform Your obligations hereunder;

3.6.4. the execution of these Terms by Your representative, and the delivery of these Terms by You, have been duly authorized by all necessary action on the part of You;

3.6.5. the execution, delivery and performance of these Terms by You will not violate, conflict with, require consent under or result in any breach or default under (i) any of Your constating documents (ii) any applicable law or (iii) the provisions of any material contracts with third parties;

3.6.6. when executed and delivered by Us and You, these Terms will constitute the legal, valid and binding obligation of You, enforceable against You in accordance with its terms;

3.6.7. You are in compliance with and will at all times comply with all applicable laws relating to the performance of Your obligations and the exercise of Your rights under these Terms and the operation of Your business;

3.6.8. You have obtained and will maintain at all times all certifications, credentials, authorizations, licenses, permits, registrations, consents or other permissions required by applicable law to conduct Your business generally, to sell the Products to End-Customers and to exercise Your rights and perform Your obligations under these Terms; and

3.6.9. You are not insolvent, and You are paying all of Your debts as they become due.

4. Intellectual property rights.

‍4.1. All right, title and interest in and to all of Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Websites and Documentation, and any part of it (collectively, “Our Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with Us and/or the Sub-Processors. Subject to the limited rights expressly granted by Us to You in Section 2 (Right to Use the Services) of these Terms, You do not have any right, title to or interest in Our Intellectual Property Rights. You hereby grant Us: (i) a limited license to collect, use, process and disclose Service Data for the purposes of and as permitted under these Terms; (ii) a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to request and incorporate any feedback, suggestions, recommendations, enhancement requests about the Services that You may provide Us; and (iii) a fully paid-up, royalty-free, worldwide, transferable license to use Your name and logo to identify You as Our customer on the Websites or in other sales or marketing materials, provided that We will not issue any press release with your logo without Your prior consent.

4.2. If We reasonably believe that Your use of the Services is likely to be enjoined, or if the Services are held to infringe a valid patent, copyright or trademark under applicable law and all use of such Services by You is thereby enjoined, We shall, at Our expense and sole option, (i) procure for You the right to continue using the Services as set forth hereunder, (ii) replace the Services with other non-infringing services or software of substantially equivalent functionality or (iii) modify the Services so that there is no infringement, provided that such modified services or software provides substantially equivalent functionality. If, in Our reasonable opinion, the remedies above are infeasible or commercially impracticable, We may terminate these Terms upon written notice to You. This Section 4.2 sets forth Your sole and exclusive remedy and Our sole, exclusive and entire obligation and liability with respect to Our Intellectual Property Rights.

5. Sub-Processors, other services, and third-party consent.

5.1. Sub-Processors. We may engage certain third parties to assist in the provision of Services (each a “Sub-Processor”), whose products or services form an integral part of the Services that We provide. The products and services provided by the Sub-Processors do not include any of the Other Services (as defined below).

5.2. Other Services and Third-Party Content. You may, at Your discretion, (i) integrate with the Services certain third-party integrations, products and services (“Other Services”), or (ii) use links in the Services to third-party websites, resources or content (“Third-Party Content”), whereby each of such service or content is governed by the respective third party’s terms and privacy policies. We do not represent that We have reviewed such Other Services, Third-Party Content or any applicable terms or policies, and You acknowledge and agree that We do not assume any liability or responsibility with respect to Other Services or Third-Party Content, including Your enablement or use thereof, any sums due or transactions thereunder, or provision of any support. We do not endorse any Other Services, Third-Party Content or related websites, services, or systems, and We do not guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Other Services, Third-Party Content, and any related websites, services, or systems are not under Our control, and if You choose to access any such content, websites, or services, or to access the Services from such systems, You do so entirely at Your own risk. You agree to address any comments, queries, complaints or feedback about such Other Services and Third-Party Content with the respective third-party provider of the Other Services or Third-Party Content. By enabling the Other Services, You understand that data may flow between the Services and the Other Services.

6. Billing and Payments.

6.1. Subscription Fees, Payment, Taxes, and Refunds. You shall be charged the Subscription Fees based on thePlan You choose for each Subscription to the Services. Unless otherwise specified in these Terms or in a Pricing Agreement, the Subscription Fees are:(i) payable and due in full immediately upon each due date with respect to aSubscription until Your Subscription is terminated in accordance with theseTerms; (ii) non-refundable; and (iii) exclusive of any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority (“Taxes”), for which You are solely responsible. You authorize Us and/or Our authorized agents, as applicable, to bill and automatically charge You the Subscription Fee, including for any Renewal Subscription Term (as defined below). You must notify Us of any change in Your payment account information, either by updating Your Account or via e-mail to help@elective.com.

6.2. Delayed Payments/Non-payment of Subscription Fees. If We do not receive payment towards the Subscription Fees on the applicable due date for a Subscription, You shall be notified of such non-payment. If We do not receive payment within thirty (30) days from the date of Our notice to You, in addition to Our right to other remedies available under law, We may: (i) charge interest for late payment at 1.5% per month (18% per annum) on the outstanding balance, which interest shall begin to accrue as of the day following the applicable due date; (ii) suspend Your access to and use of the Services until We receive Your payment towards the outstanding Subscription Fees; and/or (iii) terminate the Subscription in accordance with these Terms. In the event You in good faith dispute any charges invoiced by Us, You shall promptly pay all undisputed charges on the due date and shall notify Us in writing of any such disputed amounts within thirty (30) days of the due date, identifying in reasonable detail Your reasons for the dispute and the nature and amount of the dispute. All amounts not timely and appropriately disputed by the due date shall be deemed final and not subject to further dispute.

6.3. Upgrades. You may upgrade between the Plans during the Term, but not downgrade. When You upgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a prorated basis and shall be payable in accordance with Section 6.1. Subsequent months will be charged in full according to the new Subscription Fees, and any credits will be adjusted appropriately.

7. Term, termination and suspension.

7.1.  Term and Termination.

7.1.1. Unless otherwise contained in a Pricing Agreement or Plan, a Subscription is valid for a period of twelve (12) months from the ‘Subscription Start Date’ set forth in a Pricing Agreement (“Initial Subscription Term”) and shall renew automatically for the same period (“Renewal Subscription Term”) unless terminated by eitherParty in accordance with these Terms. For the purposes of these Terms, “Term”shall mean the Initial Subscription Term and any Renewal Subscription Term(s).

7.1.2. Unless otherwise contained in a Pricing Agreement or Plan, to discontinue renewal of aSubscription, either Party must notify the other Party in writing ninety (90)days prior to the expiration of the subsisting Term. For avoidance of doubt, such discontinuation will not have any effect on the subsisting Term and the associated payment obligations.

7.1.3. Either Party may terminate the relevant Subscription(s) or these Terms for the other Party’s material breach of these Terms where such material breach has not been cured within thirty (30) days of notice by the aggrieved Party to the defaulting Party. Where the non-breaching Party reasonably believes a material breach cannot be cured, such Party may terminate these Terms effective immediately.

7.1.4. Notwithstanding anything contained herein, either Party may terminate these Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.

7.1.5. In the event of Your actual  or threatened breach of these Terms, including any suspected unauthorized activity on Your Account or non-payment of Subscription Fees, We have the right to suspend all or part of Your Subscription(s). You agree to cooperate with Us in any investigation into any unauthorized activity, and where such unauthorized activity continues for fifteen (15) days following written notice, We reserve the right to terminate the Subscription and/or these Terms with immediate effect.

7.2. Effects of Termination of a Subscription.

7.2.1.  Upon any termination of a Subscription, all rights granted to You hereunder will immediately cease. We shall not be liable to You or any other third party for any damages or losses relating to the suspension or termination of Your Subscription if such suspension or termination is done in accordance with theseTerms.

7.2.2. Unless otherwise agreed between the Parties, termination of any Subscription pursuant to these Terms shall mean automatic termination of all Subscriptions associated with these Terms and Your Account. These Terms shall automatically terminate when all associated Subscriptions expire or are terminated. Notwithstanding the termination of these Terms, any payment obligations incurred by You hereunder, including Subscription Fees, interest payments, and any other payment obligations hereunder, remain due and owing until fulfilled.

7.2.3. Data Export. Following termination or expiration of a Subscription, We will retain that Account’s Service Data for one hundred twenty (120) days from such date of termination or expiration (“Data Retention Period”). Upon the expiration of the Data Retention Period, We will no longer maintain or provide You, Users and End-Customers access to Service Data. Thereafter, We reserve the right to destroy all Service Data in Our possession; provided, however, that We may retain Service Data to the extent required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish Our rights, or defend against potential claims. You agree that You are solely responsible for exporting Service Data prior to termination of a Subscription, and if You require Our assistance for exporting Service Data during the Data Retention Period, You may be required to pay a reasonable fee to Us.

7.2.4.  Subscription Fees.

7.2.4.1.  Unless waived by Us in writing or where the total Subscription Fees have already been prepaid, if a Subscription is terminated by Us in accordance with Section 7.1.3 or Section 7.1.5 of these Terms, in addition to other amounts You may owe Us, You must immediately pay the Remaining Subscription Fees. If the total Subscription Fees have been prepaid, We will not provide any refund.

7.2.4.2. Where You terminate a Subscription in accordance with Section 7.1.3 of these Terms, You are not required to pay the Remaining Subscription Fees. Where You terminate a Subscription in accordance with Section 7.1.3 of these Terms and You have prepaid the total Subscription Fees, You may be eligible for a refund of the unused Subscription Fees for Services not rendered from the date of such termination.

8. Confidentiality.

8.1. Each of the Parties will protect the other’s Confidential Information from unauthorized access, use or disclosure in the same manner as each of the Parties protects its own confidential information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective Affiliates, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. For purposes of these Terms, Your Confidential Information includes Service Data, and Our Confidential Information includes the Services, Documentation, and the contents of these Terms and Pricing Agreement(s).

8.2. The receiving Party may disclose Confidential Information of the disclosing Party to the extent compelled by law or a court or other judicial or administrative body. The receiving Party shall make reasonable efforts to notify the disclosing Party of such compelled disclosure in writing (to the extent legally permitted). The receiving Party will take reasonable measures to protect the Confidential Information from undue disclosure as if it were the Party’s own confidential information being requested.

8.3. Subject to these Terms, the receiving Party will return to the disclosing Party all Confidential Information of the disclosing Party in the receiving Party’s possession or control all electronic copies of such Confidential Information promptly upon termination of the relevant Subscription(s) and/or these Terms.

8.4. All confidentiality obligations shall remain in force and effect for the Term plus one (1) year. The provisions of this Section 8 (Confidentiality) shall supersede any non-disclosure agreement between the Parties entered prior to these Terms regarding Our provision of the Services that would purport to address the confidentiality of Confidential Information, and such agreement shall have no further force or effect with respect to Confidential Information.

9. Data security and privacy.

9.1. Security of Service Data. We use commercially reasonable efforts to implement  reasonable technical and organizational measures to protect the Service Data.

‍9.2.  Data Privacy

‍9.2.1. You understand that the Group Companies and Sub-Processors shall collect, use, process and disclose Service Data: (a) in accordance with these Terms, Applicable Data Protection, the Privacy Notice (to the extent applicable), and any other agreement or addendum executed by the Parties relating thereto; (b) as otherwise authorized by You; and (c) as required for compliance with applicable law. You acknowledge and agree that the Group Companies and Sub-Processors may also collect, use, process and disclose information about You, Your Subscription and Account, Users and End-Customers, including Service Data, to: (i) provide the Services and perform its obligations under these Terms, including, without limitation, to respond to Your support requests; (ii) demonstrate new features, products, and services (iii) comply with the law or respond to lawful requests or legal process; (iv) professionals and advisors in order to protect the Group Companies’ or Your customers’ or partners’ rights or property; and(v) act on a good faith belief that such collection, use, processing or disclosure is necessary to protect the personal safety or avoid violation of applicable law or regulations.

9.2.2.  You represent and warrant that You have the necessary consents, permissions, authorizations and rights to allow Us to collect, use, process, disclose and transfer Service Data in accordance with these Terms, the Privacy Notice (to the extent applicable), and any other agreement or addendum executed by the Parties, including the collection, use, processing, disclosure and transfer of Service Data in and to United States and other countries which may have different privacy laws from Your country of residence or establishment. You understand that it shall be Your responsibility to inform the Users and End-Customers (including on Our behalf, as applicable) about the collection, use, processing and disclosure of their Personal Data in accordance with theseTerms, the Privacy Notice (to the extent applicable), and any other agreement or addendum executed by the Parties, and, where required, obtain necessary consent or authorization for Your and Our collection, use, processing and disclosure of any Personal Data that You provide Us or is collected as part ofYour use of the Services. Unless We explicitly agree otherwise in writing, You shall not provide Sensitive Personal Data at any time to the Services, and We will have no responsibility or liability whatsoever for and in connection with Sensitive Personal Data. For purposes of these Terms, “Sensitive Personal Data” means any special or sensitive categories of Personal Data defined by Applicable Data Protection Law as requiring special care, additional protections, or limited Processing. However, Sensitive Personal Data shall always include: racial or ethnic origin; religious or philosophical beliefs; political affiliations or opinions; trade union membership; health data; sexual orientation; gender identity; disabilities; background check results; government and national identification numbers (including tax identification numbers); payment card numbers and similar bank/financial account information; passwords and other credentials; biometric identifiers; web browsing histories; complete dates of birth (i.e., year, month, and day); employment or genetic information; criminal history; mother’s maiden name; or any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.

10. Liability and indemnity.

10.1. Limitations of Liability. IN NO EVENT SHALL ELECTIVE, ITS PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS (COLLECTIVELY, “THE ELECTIVE PARTIES”) BE LIABLE FORANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSS OF DATA, GOODWILL, REPUTATION OR BUSINESS ARISING OUTOF OR IN CONNECTION WITH THE WEBSITES, THE SERVICES, OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. THE LIABILITY OF THE ELECTIVE PARTIES TO YOU IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES PAID IN THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TOTHE CLAIM. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ELECTIVE PARTIES ARE NOT LIABLE, AND YOU  AGREE NOT TO HOLD THE ELECTIVE PARTIES RESPONSIBLE FOR, ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, LOST PROFITS, LOSS OF DATA OR LOSS OF BUSINESS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITES AND SERVICES; (2) DELAYS OR DISRUPTIONS IN THE WEBSITES AND SERVICES;(3) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE WEBSITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (4) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS, APPLICABLE LAW OR ELECTIVE’S POLICIES.

10.2. NO WARRANTY. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY GUARANTEE, REPRESENTATION, CONDITION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE ELECTIVE PARTIES SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING IN RESPECT OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED.  THE ELECTIVE PARTIES DO NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. Elective does not have any control over the products or services that are paid for with theServices, and Elective cannot ensure that an End-Customer You are dealing with will complete a transaction or is authorized to do so. Elective does not guarantee continuous, uninterrupted, or secure access to any part of theServices, and operation of the Websites may be interfered with by numerous factors outside Elective’s control. Elective will make reasonable efforts to ensure that payments are processed in a timely manner, but Elective makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of Elective’s control, such as delays in the banking system. Certain Services may not be available to You based on residency, geographic location or other eligibility criteria. Some jurisdictions do not allow the disclaimer of implied warranties and conditions, so the foregoing disclaimers may not apply to You.

10.3. Indemnity.  You will indemnify, defend, and hold the Elective Parties harmless from and against any and all losses, damages, liabilities, deficiencies, suits, claims, actions, applications, proceedings, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including legal fees, disbursements and charges, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers incurred by any of the Elective Parties pursuant to a claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at law, in equity or otherwise(collectively, a “Claim”) relating to, arising out of or resulting from any use of the Services by You or any other user of Your Account or Subscriptions, including any Claim relating to, arising out of or resulting from: any transaction submitted by You through the Services (including any tax payments related thereto); (b) any products or services offered or sold by You (including the accuracy of any product, service or transaction information that You provide or omit to provide to an End-Customer or potential End-Customer; (c) a breach or non-fulfillment of any of Your representations, warranties, conditions or covenants set forth in these Terms; (d) any negligent or more culpable act or omission of Your or any of Your Users or other representatives (including any recklessness or willful misconduct) in connection with Your performance of Your obligations under these Terms; or (e) any failure by You or any of Your Users or other representatives to comply with any applicable laws.

11. Dispute resolution; agreement to arbitrate.

11.1.  Binding Arbitration. Any dispute, controversy or claim arising out of or relating to these Terms, or in respect of any legal relationship associated with or derived from these Terms, including without limitation the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of the arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Nothing in this paragraph will preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Either Party may commence arbitration by providing to ICDR Canada and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and relief requested.

11.2. Class Waiver. To the fullest extent permitted by law, each of the Parties agrees that any claim or dispute arising out of or in connection with these Terms, including the validity of the Terms themselves, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms or any of the transactions contemplated between the Parties.

11.3. Provision of an Award: Subject to the limitations of liability identified in these Terms, the appointed arbitrator may award monetary damages and other remedies allowed by law. In making a determination, the arbitrator will not have the authority to modify any term or provision of these Terms. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each Party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either Party or its assets. The decision of the arbitrator will be final and binding on the Parties and will not be subject to appeal or review.

11.4. Fees. Each Party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration report at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Terms, the arbitration will award the prevailing party, if any, the costs and legal fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

11.5. Confidentiality. The Parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable law. The Parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

11.6. Conflict Rules. In the case of a conflict between the provisions of this Section 11 and the ICDR Canada CanadianArbitration Rules, the provisions of this Section 11 will prevail. If any provision of this Section 11 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all the other provisions will remain valid and enforceable.

12. General.

12.1. Survival.  Sections 3 (Your Responsibilities), 4 (Intellectual Property Rights), 6 (Billing and Payments), 7 (Term, Termination and Suspension), 8 (Confidentiality), 9 (Data Security and Privacy), 10 (Liability and Indemnity), 11 (Dispute Resolution; Agreement to Arbitrate), and 12 (General) of these Terms, and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms. Expiration and/or termination of these Terms shall not limit either Party’s liability for obligations accrued as of or prior to such expiration or termination, as applicable or for any breach of these Terms.

12.2. Notices to You. You agree that We may communicate with You about the Account and the Services electronically. Any electronic communications will be considered to be received by You within 1 hour after the time We post it to Our website or email it to You.

12.3. Assignment: We may assign our rights and obligations under these Terms to any of Our Affiliates or pursuant to a merger, amalgamation or other corporate reorganization or a sale of all or substantially all of Our assets relating to that portion of Our business that delivers the Services. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Us under these Terms. Except for such permitted assignment, neither Party may assign these Terms or any rights or obligations under these Terms without the prior written consent of the other Party. These Terms enure to the benefit of and are binding upon the Parties and their respective successors and permitted assigns.

12.4. Construction: Except as otherwise provided in these Terms, the Parties’ rights and remedies under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and“including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect.

12.5. Force Majeure: Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, pandemics, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party websites.

12.6. Waiver: A waiver of any provision of these Terms must be in writing, and a waiver in one instance will not preclude enforcement of such provision on other occasions.

12.7. Entire Agreement: These Terms, including the Pricing Agreement and any other agreements, policies or documents incorporated herein by reference, constitute the entire agreement between the Parties with respect to the subject matter of these Terms and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. In the case of a conflict between the body of these Terms and a Pricing Agreement, the terms of the Pricing Agreement shall govern and control.

12.8. Independent Contractors: Our relationship to You is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

12.9.  Governing Law and Forum. These Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. For the purpose of all legal suits, claims, actions, applications or proceedings, these Terms will be deemed to have been made and performed in the Province of British Columbia. To the extent permitted by applicable laws, each Party hereby waives the right to trial by jury of any such suit, claim, action, application or proceeding.

12.10.  Criminal Rate of Interest. In no event shall the aggregate“interest” (as defined in Section 347 of the Criminal Code (Canada), payable to Elective under these Terms exceed the effective annual rate of interest lawfully permitted under the Criminal Code. Further, if any payment, collection or demand pursuant to these Terms in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code, such payment, collection, or demand shall be deemed to have been made by mutual mistake of Us and You, and such “interest” shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in the receipt by Us of interest at a rate not in contravention of the Criminal Code.

12.11. Severability. If any provision in these Terms (or any portion thereof) is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect and shall be binding upon the Parties and enforceable as though said invalid or unenforceable provision (or portion thereof) was not contained in these Terms.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE ELECTIVE WEBSITE OR USING THE ELECTIVE SERVICE, YOU AGREE TO BE BOUND BY THE (1) ELECTIVE TERMS OF SERVICE, (2) ELECTIVE E-SIGN CONSENT AGREEMENT, AND (3) ELECTIVE PRIVACY POLICY AND PRIVACY NOTICE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THE ELECTIVE WEBSITE OR USE THE ELECTIVE SERVICE. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.‍

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1. What are you agreeing to?

‍Overview for all states not expressly listed below. These Terms of Service describe a contractual relationship ("Agreement") between you ("you" or "your") and Gnosis Labs, Inc. (including its subsidiaries, affiliates, including Elective, agents, and assigns) ("Elective,""we," "us," "our") regarding (1) your use of this website ("Website"), (2) your use of a third-party website in connection with a product or service offered directly by Elective; and (3) your access to your Elective account information and access to any service through the Website or a Elective App(collectively, the "Elective Service(s)" or "Service(s)").
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Overview for residents of Georgia, Indiana, Louisiana, New Mexico, and Rhode Island. This Agreement describes the terms of the retail installment sale contract between you (“you”, “your”, “User”, “Elective User”) and the Elective Merchant, the creditor, who sold you the goods and/or services and the Elective Merchant’s assigns (“we”, “us”, or “our”). We have extended you financing and the right to defer payment for the goods and/or services. You agree to pay us pursuant to the terms of this retail installment contract. You also agree that this retail installment contract will be assigned to Elective once you purchase the goods and/or services.
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Changes to this Agreement. Elective may unilaterally decide to change this Agreement from time to time, provided, however, that such changes will not impose additional obligations on you with respect to actions you took before the change became effective unless you specifically agree to such changes. Additionally, YOU AGREE TO ACCEPT ANY CHANGES TO THIS AGREEMENT BY USING THE ELECTIVE SERVICES AFTER CHANGES HAVE BEEN POSTED. If Elective makes any changes to this Agreement that it deems to be material, Elective will make a reasonable effort to inform you of such changes, but it is your responsibility to review the Agreement posted to our website from time to time to see if it has been changed.

Your Eligibility. To be eligible to use the Services, you must be at least the age of majority in the province, territory, or state where you reside. You represent and warrant that you are eligible to use the Services.

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2. How Elective will serve you.

The “Buy With Elective” Service. Elective is a payment processing platform designed to allow Users to finance and buy products from merchants today and pay for them later, through a down payment followed by installment payments (“Order”). To start using Elective, you need to open a Elective account.

Your Promise to Pay. Before completing any transaction on your behalf through any Elective Services, Elective will secure your promise to pay by disclosing the terms and conditions applicable to that transaction and securing your affirmative consent to those terms for that transaction.

Your Account. To become a User of the Elective Services, you must create a Elective User Account (“Elective Account” or “your Account”). By opening a Elective Account and accepting the terms as outlined in this Agreement, you attest that you are establishing your account to finance the purchase of goods and services from Elective Merchants.

Account Security and First Time Activation. Elective does not charge to activate an account for the first time. To create a Elective User Account, we require that you provide us with your mobile phone number and prove that you have possession of that device by entering a One Time Password (“OTP”) sent via Short Message Service (“SMS”). BY PROVIDING YOUR MOBILE PHONE NUMBER TO US, YOU PROVIDE YOUR PRIOR EXPRESS CONSENT FOR US AND OUR SERVICE PROVIDERS TO SEND ELECTIVE OTP TEXTS TO YOUR NUMBER USING AN AUTODIALER.

Interest Rates. Rates are fixed at 0% Annual Percentage Rate (“APR”).

Autofill of Information. In order for you to have a more seamless shopping experience while using your payment instrument with another financial institution, we will store some of the information that you provide to us, or that you authorize a third party to provide to us, or that a third party provides to us about you, and use that information to autofill different forms for you during your shopping journey. More detail on how it works is below. While using the Services, we may ask for your personal information and contact details such as name, home address, telephone number, email, debit/credit card details, and billing address for those cards, or you may authorize our service providers to provide us with information about you, such as details about your financial accounts, transactions, and credit history. We will keep this information in our systems so that when you return to us, you will only need to provide basic details in order for us to automatically fill in the remaining fields to complete your transaction. When you shop with a merchant directly, we can autofill your details on the merchant's site. This is enabled when you log in to a Elective App so that we know it is you that is shopping with that merchant.

Collecting Information About You. By using the Elective Services, you authorize Elective, directly or through third parties, to make any inquiries we consider necessary to validate your identity and to collect information about you in accordance with the Customer Identification Program (CIP) rules implementing Section 326 of the USA PATRIOT Act and our Privacy Policy. This may include asking you for further information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying your information against third party databases or through other sources. We may also ask you for identifying documents to help us validate your identity. Elective reserves the right to close, suspend, or limit access to your account and/or the Services in the event we are unable to obtain or verify this information.

Credit Report Authorization and Reporting. You expressly authorize Elective to obtain reports from consumer reporting agencies about you (1) when you apply for a payment plan; and (2) periodically throughout the term of your payment plan (including in the month following the month when you pay off or otherwise satisfy the payment plan).

In each case you expressly authorize us to use such consumer report about you, and information derived therefrom, inconnection with:

(i) your payment plan, including determining your eligibility, servicing or maintaining your plan or account, verifying your identity, verifying information you provide to Elective, and for collecting any amount you owe us.

(ii) marketing, including pre-qualifications and other forms of marketing, for payment plans that may be provided by us and any other service we offer, such as financial management tools or the marketplace; and

(iii) our internal use, including statistical analyses and to develop, improve, analyze, study, and maintain products and services we may offer through the Elective Services;

You understand that Elective may report information about your payment plan to consumer reporting agencies in accordance with applicable law.

Servicing & Collection. You agree to allow Elective to send you payment reminders from time-to-time. Not withstanding whether you have consented or withdrawn your consent to the Elective E-Sign Consent, you agree that payment reminders may take the form of any available communication, subject to applicable law. You also agree that if you fail to pay an amount owed to Elective pursuant to this Agreement or any other agreement you have with us, Elective may engage in collection efforts to recover such amounts from you. These collection efforts may involve contacting you directly, submitting your information to a collections agency, or taking legal action.

Communication & Notification. You agree that Elective may provide you communications about your account and any Elective Service electronically or through phone calls or in writing to any contact information we have on file for you. Standard mobile, message, or data rates may apply and you are responsible for any such fees. Elective reserves the right to close or limit access to your account or a Service and immediately collect all due amounts if you withdraw your consent to receive electronic or other communications or if you revoke access to any third party site on which the Elective Service relies or if any such service should revoke or cancel your account on that site. Any electronic communications will be considered to be received by you at the time we email it to you or otherwise send it to your attention (such as via sms or other online or mobile notification). We may assume you have received any communications sent to you by postal mail 3 business days after we send it. If we need to contact you to service your account or to collect amounts you owe to us, you give direct consent to us, as well as servicers, agents, contractors and collectors of your account, to communicate with you in any way, such as calling, texting, or email via: (1) a mobile phone or landline you provide to us, use to contact us, or at which we believe we can reach you (even if it is not yours), (2) any email address you provide to us or one of our Merchants, (3) automated dialer systems and automatic telephone dialing systems, (4) pre-recorded or artificial voice messages and other forms of communications.

You also agree that these communications are not unsolicited for purposes of any state or federal law, and you understand that this may result in additional mobile, text message, or data charges.

You understand and agree that Elective may monitor or record telephone conversations you or anyone acting on your behalf has with Elective or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Elective may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Elective, and Elective does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Not withstanding this provision, Elective’s delivery of any Disclosures governed by the Elective E-Sign Consent shall be governed by your consent or withdrawal of consent to receiving such Disclosures in electronic form.

Working with Third Parties. You acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms of Service. Further, you acknowledge and agree that you will not hold Elective responsible for, and will indemnify Elective, its affiliates, directors, officers, employees, agents and representatives from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

3. Your use of Elective.


Agreement to Provide Accurate Information. When you provide information to Elective or in connection with the Elective Services, you agree to provide only true, accurate, current and complete information about yourself and you agree not to misrepresent your identity or your account information. You further agree to keep your account information and contact information up to date and accurate, and to promptly notify us of any changes to such information.

User Responsible for Fees. If you use the Elective Services, you are responsible for any fees or other amounts that your phone service provider charges, such as fees for SMS, data services, and any other fees that your phone service provider may charge.

Access to Your Account. You are responsible for maintaining the secrecy of the login credentials to your Elective account and any other access credentials you may use to access your Elective account (e.g. the password to your mobile device you use to access a Elective App). You must notify us immediately if you believe your login credentials or the security of your Elective account has been compromised or stolen. You are responsible for any activity taken on your Elective account using your login credentials, except as expressly provided by applicable law. You agree to establish reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals, which includes choosing passwords and other credentials in a manner that will protect the security of your information. Your credentials include your username and password to your Elective account and to any third party account you have used to login to your Elective account. You are also responsible for maintaining the accuracy of the information in your Elective account.

‍Closing Your Account. You may request to close your account at any time by contacting us through the Elective Help Center at https://help.elective.com. Your request may take up to 30 business days to process. Upon account closure, we may cancel any pending transactions unless otherwise legally prohibited. If you owe any payment, Elective will not close your account until that payment has been made, but we may limit your ability to make additional transactions using your account. You may not close your account to evade an investigation. You will remain liable for all obligations related to your account even after the account is closed. Elective will retain your information in accordance with our Privacy Policy and any applicable state or federal law, rule or regulation.

Feedback You Provide. If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. We own all right, title and interest in and to such feedback, all developments based upon such feedback and all intellectual property in and to the foregoing. You hereby assign and agree to assign to us all right, title and interest it may have in and to such feedback, all developments based upon such feedback and all intellectual property in and to the foregoing. If we accept your submission, we do not waive any rights to use similar or related ideas or feedback previously known to us, developed by our employees, or obtained from sources other than you.
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4. How you may not use Elective.


By using the Elective Services, you agree that:

  • You will not engage in any activities related to the Services, Website that violate any applicable law, statute, regulation, or ordinance or breach these Terms of Service or any other agreement or policy you have with Elective;
  • You will not provide false, inaccurate or misleading information;
  • You will not provide information belonging to any person other than yourself or use an account that belongs to another person foryourself or on behalf of another person;
  • You will not use any device, software, routine, file or other tool or technology, including but not limited to any viruses ,trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the Services or to surreptitiously intercept or expropriate any system, data or personal information from the Services;
  • You will not commit unauthorized use of Elective’s Website and systems including but not limited to unauthorized entry into Elective’s systems, misuse of passwords, or misuse of any information posted to a site; and

You will not use the Services to purchase:

  • Illegal items or conduct any illegal activities or transactions;
  • Ammunition, firearms, certain firearm parts or accessories, and certain weapons or knives regulated under applicable law;
  • Narcotics, steroids, controlled substances, quasi-pharmaceuticals, or drug paraphernalia;
  • Currency in any form, including virtual and digital currency;
  • Stolen goods, including but not limited to, digital or virtual goods; or
  • a good or service deemed unacceptable by Elective, in their sole discretion.

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5. How Elective will resolve disputes.
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Disputes with Elective. If a dispute arises between you and Elective, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. In the event of a dispute we encourage you first to contact Elective through the Elective Help Center at https://help.elective.com to try resolving your problem directly with us.

Arbitration in Canada. To the extent permitted by applicable law, either party to these Terms of Service may require that any claim or dispute arising out of or relating to these Terms of Service will be determined by final and binding arbitration. The arbitration would be conducted in the province or territory in which you reside at the time you enter in the payment plan agreement.

Mandatory Arbitration in the United States of America. THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF SERVICE BY USING THE ELECTIVE SERVICE OR THE WEBSITE. Unless you are a covered borrower as defined by the Military Lending Act, 10U.S.C. § 987, and to the extent permitted by applicable law, except as explicitly provided in this Agreement, any dispute or claim relating in any way to your visit to the Website, your use of the Elective Services, a product offered or provided by or through the Website or Service, or otherwise arising out of or relating to this Agreement or the Services that cannot be resolved directly between you and Elective shall be resolved by binding arbitration under the Consumer Arbitration Rules ("the Consumer Rules") of the American Arbitration Association ("AAA"), rather than in court. Except as otherwise explicitly provided in this Section, this broadly includes: any claims based in contract, statute, tort, fraud, consumer rights, misrepresentation, equity or any other legal theory; initial claims, counterclaims, cross-claims and third-party claims; federal, state and local claims; and claims which arose before the date of this Agreement. The Federal Arbitration Act ("FAA") and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court and must apply and follow the terms of this Agreement as a court would. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. Any judgment on the award rendered by the arbitrator will be final and may be entered in any court of competent jurisdiction.

YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

Either you or we can initiate arbitration through AAA, an alternative dispute resolution provider, or by filing a motion to compel arbitration of claims filed in court. Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. If AAA cannot serve, a court with jurisdiction shall select the arbitrator, who will apply the AAA rules and procedures specified in this Section. Any arbitration will be governed by the then-current Consumer Rules of the AAA, and its Procedures for the Resolution of Disputes throughDocument Submission ("Document Submission Procedures"). The Consumer Rules are available at the AAA website: www.adr.org. The Document Submission Procedures are included in the Consumer Rules. Your arbitration filing fees will be governed by the Consumer Rules. If it is determined by the arbitrator that you cannot afford such fees, Elective will pay all arbitration fees and expenses. The arbitration will be conducted solely based on written submissions. The arbitration will not require any personal appearance by the parties or witnesses unless the arbitrator determines that a telephonic or in-person conference or hearing is necessary based on the request of one or more of the parties. Disputes or controversies about the validity, enforceability, coverage or scope of this Section or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about the Agreement asa whole are for an arbitrator and not a court to decide.

CLASS ACTION WAIVER: You and Elective each agree that any arbitration will be conducted only on an individual basis and not as a class, consolidated or representative action. To the fullest extent permitted by law, (a) no arbitration will be joined or consolidated with any other; (b) there is no right or authority for any dispute to be arbitrated on a class-action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Elective and/or you individually.

If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. Even if all parties have opted to litigate a claim in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Section. You and Elective each agree that any disputes seeking to enforce or protect, or concerning the validity of intellectual property rights will not be subject to binding arbitration under this Section. In addition, pursuant to the Consumer Rules, any party may proceed with their individual claims in small claims court if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s jurisdictional limits; but if that action is transferred, removed or appealed to a different court, arbitration can be elected. If any portion of this Section is inconsistent with the Consumer Rules or other provisions of this Agreement, this Section shall govern. This Section shall survive termination of this Agreement and any bankruptcy by you, to the extent consistent with applicable bankruptcy law. No portion of this Section may be amended absent a written agreement signed by all parties. If any portion of this Section is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Section, except that: (A)If the Class Action Waiver is limited, voided or found unenforceable, then this Section (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (B) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Section prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have a preclusive effect in an arbitration between the parties to this Section.

RIGHT TO OPT OUT: If you do not want this Section to apply, you must send Elective a signed notice within 30 calendar days after you agree to be bound by the Agreement as described above. You must send the notice in writing (and not electronically) to Elective, Inc. Attn. "Terms of Service Section 5 Opt Out", 1010 Raymur Avenue, Vancouver, BC V6A3T2.You must provide your name, address, and phone number and state that you"opt out" of Section 5 within the Elective Terms of Service. Opting out of this Mandatory Arbitration provision will not affect the other provisions of this Agreement. If you properly and timely opt out of Mandatory Arbitration as described herein, your opt out request will apply only to thisAgreement and not any other agreement between us.


6. Miscellaneous provisions.
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Operations. Elective operates and controls the Services from its offices in Canada. Elective makes no representation that the Services are appropriate or available in other locations. The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Elective to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Software from the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported (i) into(or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or anyother country to which the United States has embargoed goods; or (ii) to anyoneon the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software, you represent and warrant that you are not located in, under the control of, ora national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, Elective or any other website or source and paying all amounts you owe (including any fees or expenses incurred or imposed by Elective) in full. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from Elective if, in our sole discretion, you fail to comply with any term or provision of these Agreement. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. You may not assign these obligations under the Agreement without Elective’s prior written consent, but Elective may assign this Agreement and its rights and obligations hereunder to any party at any time without any notice to you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Upon Elective’s request, you will furnish Elective any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Elective by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

Updating Your Information. You agree that Elective is not responsible for any delay or failure in your receipt of any Disclosure, text message, or email notice that is not caused by Elective’s failure to send such a Disclosure or notice to the phone number or email address you have provided to us. We will not assume liability for non-receipt of notification of availability of electronic Documents in the event your mobile number, email address or other contact information on file is invalid; your email or Internet service provider filters the notification as"spam" or "junk mail"; there is a malfunction in your computer, mobile device, browser, Internet service, mobile connectivity and/or software; or for other reasons beyond our control.

Enforceability and Governing Law. The failure of Elective to exercise or enforce any right or provision of the terms in this Agreement does not constitute a waiver of such right or provision. These Terms of Service constitute the entire agreement between you and Elective with regard to your use of the Elective Services and any previous Terms of Service that may exist between you and Elective is hereby superseded. This Agreement cannot be changed or modified by you except as posted on the Services by Elective. Except as provided in Section 5 (Mandatory Arbitration in the United States of America), if any provision of this Agreement is held to be unenforceable, the unenforceable term or provision shall be replaced by an enforceable term or provision that comes closest to the intention underlying the unenforceable term or provision and the remaining provisions shall be enforced. Except as provided in Section 5 (Mandatory Arbitration in the United States of America) the laws of the Province of British Columbia and federal laws of Canada (as applicable) shall govern your access to, and use of, the Website and Services and the terms of these Terms of Service.

Intellectual Property. All content, design, graphics, compilation, magnetic translation, digital conversion and other matters to the Services are protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) and owned by Elective or one of its affiliates. The copying, redistribution, use or publication by you of any part of the Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Services does not give you ownership of any intellectual property rights in any of the content, documents or other materials you access. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

‍Indemnification. You agree to indemnify, defend and hold Elective and its Affiliates harmless from any liability, including reasonable attorneys' fees, related to your useof the Services or any violation of these Terms of Service.

DISCLAIMER OF WARRANTY. ELECTIVE AND ITS AFFILIATES MAKE NO COMMITMENTS OR WARRANTIES ABOUT (i) THE CONTENT, RELIABILITY, OR AVAILABILITY OF THE SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES OR (ii) THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE WEBSITE, APP OR SERVICES. ELECTIVE AND ITS AFFILIATES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY REGARDING NON- INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ELECTIVE AND ITS AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS OR THE SERVICES.

LIMITATION OF LIABILITY. ELECTIVE AND ITS AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY PRODUCT AVAILABLE FROM OR THOUGH THE WEBSITE OR THE USE OF THE SERVICES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, ELECTIVE AND ITS AFFILIATES ARE NOT LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE; NOR ARE ELECTIVE AND ITS AFFILIATES LIABLE FOR ANY THIRD PARTY CLAIMS OF ANY NATURE, EVEN IF ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. NONE OF THE SERVICES WOULD BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. NEITHER ELECTIVE NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OFSUCH PARTY.

Statute of Limitations. You and Elective both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, Terms of Service or PrivacyPolicy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

No Third-Party Beneficiaries. This Agreement is between you and Elective. No user has any rights to force Elective to enforce any rights it may have against you or any other user.

Covered Borrowers under the Military Lending Act. Notwithstanding any other provision of this Agreement, Sections 5 (Mandatory Arbitration in the Untied States of America), 6.7 (Limitations of Liability),and 6.8 (Statute of Limitations), and the waiver of defenses provision of Section 6.1 shall not apply to a "covered borrower" under the Military Lending Act, as defined in 32 C.F.R. § 232.3(g). Furthermore, nothing in this Agreement shall be construed as applying to a covered borrower to the extent inconsistent with the Military Lending Act.
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Elective E-Sign Consent Agreement.

  1. ‍Consumer Consent. This E-Sign Consent constitutes your consent to receive Disclosures and other information in electronic form, subject to any limitations under applicable law. In connection with the Elective Services, Elective is required by law to provide you with certain disclosures.Without your consent, Elective is not permitted to provide those disclosures to you in electronic form. If you do not consent to this E-Sign Consent, you should not use the Elective Services. By providing your consent as set forth below (“Consent”), you agree to the following:
  • Elective may provide Disclosures required by law relating to the Elective Services and any other information about your legal rights and duties and your account to you electronically.
  • Elective may send any communications, billing statements, or required disclosures, such as initial and annual privacy notices (together, "Disclosures") to you electronically via our Website or to the email address or mobile telephone number that you have provided to us, either directly or indirectly via the merchant to whom Elective will send funds on your behalf.
  • Elective may notify you via email when the Disclosures are available. The Disclosures will be available for at least 30 days and will be provided to you in a format that can either be printed or downloaded for your records. Whenever we send you an email or text message regarding the Disclosures, that email or text message will contain instructions regarding how to view the Disclosures.
  • Your electronic signature on agreements and documents has the same effect as if you signed them in ink.
  • This consent applies to any transaction undertaken through the provision of Services in the past, to all future Disclosures and communications on your account, to all future transactions in which you use theServices, at any time, to any transaction with us, and to other Disclosures that we provide to you by email.

  1. Minimum Requirements. You understand that, in order to view and/or retain copies of the Disclosures,you may need a computer with an Internet connection (PCs should be running Windows7 or higher and Microsoft Edge, Chrome, or Firefox; Macs should be running OSXand Safari, Chrome, or Firefox); a mobile device (iOS 6.0 or higher devices running Safari or Chrome; Android 4.0 or higher devices running Android Browseror Chrome), a valid email address, a working mobile telephone number that can receive text messages, sufficient storage space to save Disclosures or thecapability to print the Disclosures from the device on which you view them.
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  2. Withdrawing Consent. You are free to withdraw your Consent at any time. If at any time you wish to withdraw your Consent, you can send us your request by submitting a written request to us at Gnosis Labs, Inc., Attn: Electronic Communications Delivery Policy, 2015 Main Street, Suite 02-138, Vancouver, BC V6A3T2. Any withdrawal of your Consent will be effective after a reasonable period of time for processing your request. The legal effectiveness, validity and/or enforceability of electronic Disclosures we sent before your Consent is effective will not be affected. If you withdraw your Consent, Elective may close or limit access to your account and the Elective Services. You agree to pay any amount owed to E even if you withdraw your Consent and we close or limit access to your account.
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  3. Legal Effect. Your consent to this E-Sign Consent means that Disclosures Elective provides to you electronically shall have the same meaning and effect as if provided in paper form. A text message or email alerting you that Disclosures are available electronically, provided that the Disclosures are made available online shall have the same meaning and effect as if Elective had provided those Disclosures to you in paper form, regardless of whether you actually view those Disclosures, unless you have withdrawn your consent pursuant to Section 3, above, prior toreceiving such Disclosures.
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  4. Your Consent to Electronic Disclosures. Before using the Elective Services, you will be asked for your agreement to the Elective Terms of Service, including this Elective E-Sign Consent Agreement, by clicking "Create Account." This action constitutes your electronic signature and manifests your Consent and agreement to Elective E-Sign Consent Agreement. If you do not provide your Consent, you may not use the Elective Services and must discontinue your use of the Elective Services immediately.
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