EdgeFlow Cash is a software-as-a-service ("SAAS") platform and its related technology products (collectively, the “Platform” or “EdgeFlow Cash Platform”). The Platform's purpose ("Purpose") is to provide users with the ability to review, manipulate, and modify their or their entity's financial data for the purposes of modeling future outcomes or possibilities. The Platform is owned and operated by Mirkmanea, LLC, a California limited liability company ("Platform Operator") .
You, the user enrolling or subscribing to the Platform as evidenced by your completion of the Sign Up form and/or by submission of a credit card in payment of the monthly service subscription ("Enrollment"), are the Customer ("Customer"). You will use the Platform only for its intended Purpose and using information you are legally in possession of or to which you have legal access. You will not distribute or share your user information, integration keys, or other information related to your Enrollment or performance of the Purpose to any other person or entity without the express writen consent of EdgeFlow Cash.
The Customer agrees to, i) use the Platform only for its intended Purpose, ii) provide the Platform with its key information and data according to the Platform's Privacy Policy, iii) provide the Platform with the necessary data and information to perform the Purpose, iv) maintain a valid and active credit card from which Customer has the legal right to commit funds, v) promptly remit payment for subscription or enrollment to the Platform. Customer further authorizes Platform Operator to process recurring charges to Customer's credit card according to the terms of the subscription.
The Platform Operator agrees to, i) provide the Platform to the Customer to the best of its commercially reasonable ability, ii) provide the Customer with access to Customer's data, iii) permit Customer to discontinue its subscription renewals and any related subscription charges, iv) delete Customer's personally identifiable data.
You agree to indemnify, defend, and hold harmless the Platform Operator (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (i) your use of the Platform; (ii) your violation or breach of these Terms or any obligations, representations, or warranties under this Agreement; (iii) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon your written notice to the Platform Operator. Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to Platform Operator. Platform Operator's address for such notices is Mirkmanea, LLC, 3146 Redhill Ave #200, Costa Mesa, CA 92626.
If you and Platform Operator are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Platform (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration, unless otherwise prohibited by applicable law. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, EdgeFlow Cash will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Platform Operator may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the Central District of California with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
Neither you nor EdgeFlow Cash may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that EdgeFlow Cash may assign the Agreement in its discretion (including applicable Order Forms) to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
The Agreement will be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Francisco County, California, and waive any objection to such jurisdiction or venue.The Platform is controlled and operated from its facilities in the United States. Although the Platform may be accessible worldwide, we make no representation that the Platform or the materials on the Platform are appropriate or available for use in locations outside the United States, and accessing the Platform from territories where its use is illegal is prohibited. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Platform are solely directed to individuals, companies, or other entities located in the United States.
The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.
You agree that EdgeFlow Cash's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that EdgeFlow Cash shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that EdgeFlow Cash may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
No right or remedy of EdgeFlow Cash shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by EdgeFlow Cash of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.