Terms & Privacy

1. Definitions

(a) “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators.

(b) “Agreement” shall mean these Terms of Service, including Exhibit A and the Privacy Policy, each of which is incorporated by reference.

(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

(d) “Confidential Information” shall mean the Content (as defined in Section 1(e)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

(e) “Content” shall mean any information you upload or post to the Service and any information provided to you by Settlyd in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).

(f) “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by Settlyd and is assumed by Settlyd to have the sole authority to administer the subscription.

(g) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

(h) “Service” shall mean any software or services provided by Settlyd.

(i) “Subscriber” shall mean the individual or entity that purchases a subscription to the Service and has accepted this Agreement by such subscription. Subscriber is responsible for the acts and omissions of its Authorized Users and Administrators in connection with the Service as if they were Subscriber’s own.

(j) “Security Emergency” shall mean any event, regardless of origin, that (a) disrupts or threatens to disrupt Settlyd’s provision of the Service, the business of other subscribers, or the network or servers used to provide the Service, or (b) results in the unauthorized access to the Service or to Content. Where a Security Emergency does not arise from an act or omission of Subscriber, Settlyd shall notify affected Administrators as soon as reasonably practicable, shall use commercially reasonable efforts to resolve it, and shall keep affected Subscribers periodically informed of material developments until resolved.

(k) “Storage” shall mean the storage of any user-generated content as is stored on third-party servers.

2. Limited License & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2 Settlyd does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by Authorized Users, and Settlyd claims no intellectual property rights with respect to the Content.

2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from Settlyd.

2.4 Authorized Users agree not to modify, reverse engineer, adapt, or otherwise tamper with the Service or modify another website to falsely imply that it is associated with the Service, Settlyd, or any other software or service provided by Settlyd.

2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

2.6 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Settlyd.

2.8 Authorized Users who configure the Service to share or make available certain Content to the public are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). Settlyd reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.

2.9 Settlyd reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Settlyd shall provide Subscriber with 30-day notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber acceptance of the modification.

2.10 Settlyd reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will provide no less than two business days’ notice before any such suspension. Such notice shall be provided to you in advance through email. Further, Settlyd shall endeavor to confine planned operational suspensions and, to the best of its ability, minimize disruption to the Subscriber.

2.11 Subscriber grants to Settlyd a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing Settlyd’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Settlyd to generate and publish aggregate, anonymous internal and non-public reports on system usage and Content trends and type, provided they do not conflict with Section 4.

2.12 Service Discontinuation. If Settlyd elects to discontinue the Service in its entirety, Settlyd shall provide Administrators not less than 45 days’ advance written notice, shall refund a pro rata portion of any prepaid subscription fees attributable to the period after the discontinuation date, and shall make the export function addressed herein available for the period before the discontinuation of services.

3. Access to the Service

3.1 Subscriber is only permitted to access and use the Service if they are an Authorized User or a Registered Client. Authorized Users must provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

3.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by, any other person, including other Authorized Users.

3.3 The initial User shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users. Each Primary Subscriber may designate multiple Authorized Users within the system's parameters.

3.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.

3.5 As between Settlyd and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 9 below, Settlyd shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User if the Administrator is unable to be reached.

3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited unless expressly authorized by section 3.7.

3.7 Authorized Users are permitted to access and use the Service using the Application Program Interface (“API”) as developed and maintained by Settlyd on the user accessible system.

(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;

(b) Settlyd shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Settlyd has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Settlyd, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User before suspension; and

(d) Settlyd reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

3.8 Registered Clients. Registered clients access the Service subject to these Terms of Service, and use of the Service constitutes acceptance of the same. Subscribers are solely responsible for the determination of which individuals to invite as Registered Clients, for accuracy of information they submit, and for obtaining any consent, authorization or disclosure required by the Subscriber’s professional obligations before inviting any such usage of the Client Portal. Registered Clients are not Authorized Users and have no right to access Content other than the Content they submit or that Subscriber makes available to them.

4. Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

4.2 Settlyd and any third-party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 6 of this Agreement, or (c) as otherwise authorized by you in writing.

5. Security and Access

5.1 Settlyd is responsible for providing a secure method of authentication and accessing its Service. Settlyd will provide mechanisms that:

(a) allow for user password management

(b) transmit passwords in a secure format

(c) protect passwords entered to access the Service by using code that follows password management best practices.

5.2 Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated with the Service, and for the accuracy and adequacy of personal information provided to the Service.

5.3 Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Settlyd upon suspicion that a username and password has been lost, stolen, compromised, or misused.

5.4 At all times, Settlyd and any third-party vendors and hosting partners it utilizes to provide the Service will:

(a) use information security best practices for transmitting and storing your Content, adhering to industry standards;

(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and,

(c) ensure its host facilities maintain industry standards for security and privacy.

5.5 Settlyd shall report to Subscriber, with all available and relevant details, any event that Settlyd reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). Settlyd shall make such report without undue delay and within 72 hours after learning of the Security Breach.

5.6 In the event of a Security Breach, Settlyd shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) mitigate any harmful effect of the Security Breach.

6. Legal Compliance

6.1 Settlyd maintains that its primary duty is to protect the Content to the extent the law allows. Settlyd reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

If Settlyd is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Settlyd will provide Subscriber with prompt written notice (to the extent permitted by law) before such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Settlyd may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

7. Managed Backup and Archiving

7.1 Backup. Settlyd maintains backups of Content stored within the Service and uses commercially reasonable efforts to restore Content in the event of loss or corruption at the server level, at no additional cost to the Subscriber. Settlyd’s backup and restoration obligations do not extend to Content deleted by an Authorized User or a Registered Client, whether intentionally or otherwise, and Settlyd is unable to recover such Content once deleted. Subscriber is responsible for maintaining its own copies of Content as required by professional obligations.

7.2 Export. At any time during the subscription term, and for ninety (90) days following its expiration or termination, Subscriber may export Content associated with its subscription in PDF format through functionality made available through the Service, at no extra charge. If download in other formats is desired, it will be addressed on a per-case basis and may result in additional charges.

8. Payment, Refunds and Subscription Changes

8.1 Subscribers with paid subscriptions will provide and maintain with Settlyd a valid payment method accepted by Settlyd’s payment processor. Settlyd processes payments through a third-party payment processor and does not store complete credit card information on its systems. All fees exclude applicable taxes, which Subscriber is responsible for paying. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

8.2 Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled before the end of any trial period will not be charged. Monthly Subscribers will thereafter be charged in advance every 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable.

8.3 No refunds or credits will be issued for partial periods of service, temporary outages, upgrade/downgrade refunds, or refunds for periods unused with an active subscription.

8.4 There are no charges for canceling a subscription, and paying subscriptions canceled before the end of their current billing cycle will not be charged again in the following cycle.

8.5 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

8.6 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.

8.7 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If Settlyd has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Settlyd with a valid tax exemption certificate authorized by the appropriate taxing authority.

8.8 Any payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Settlyd receives an amount equal to the sum it would have received had no such deduction or withholding been made.

8.9 If a charge is declined or a payment is not received when due, Settlyd shall notify the Administrator and may reattempt the charge. If payment is not received within 15 days after the due date, Settlyd may terminate the subscription, in which case the retention and export provisions herein shall apply.

8.10 Settlyd may offer a free trial of the Services for a period of thirty (30) days. No payment method is required to begin a free trial and a free trial does not convert to a paid subscription unless the Subscriber affirmatively elects a paid plan and provides a valid payment method. Content entered during a free trial will be retained for thirty (30) days following the end of the trial, during which Subscriber may elect a paid plan or export the Content as addressed herein, after which it will be deleted. Free trials are limited to one per firm or organization. Multiple or repeat free trials may result in the suspension of the free trial. Notwithstanding any other provision, the Service is provided during a free trial on an “AS IS” basis and sections 10 and Exhibit A do not apply to free trial use.

9. Cancellation and Termination

9.1 Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by accessing the Service and visiting the “Membership” page in “My Profile.” For security reasons, only an Administrator may cancel using the account cancellation URL within the Service. If the Administrator cannot access the account, Subscriber may cancel by written notice emailed to support@settlyd.com. Settlyd shall confirm the cancellation in writing within five (5) business days. Settlyd may require reasonable verification of the requesting party’s authority before processing a cancellation submitted via email.

9.2 Settlyd, in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.

9.3 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Settlyd provides Subscriber with commercially reasonable notice of this violation; (iii) Settlyd uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Settlyd’s reasonable satisfaction within thirty (30) days of such notice, then Settlyd reserves the right to suspend access to the Service.

9.4 Retention and Deletion Following Termination. Following the expiration or termination of a subscription, Settlyd shall retain Content associated with that subscription for a minimum of 90 days, during which a Subscriber may exercise the export rights in section 7.2 herein, or reactivate the subscription. At the end of the 90 days, Settlyd may, in its sole discretion, permanently delete any Content. If a User wants storage longer than 90 days, they must contact Settlyd in writing for the fees associated with that process.

10. Limitation of Liability

10.1 SUBSCRIBER AGREES THAT THE LIABILITY OF SETTLYD ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE TWELVE MONTHS BEFORE THE DATE THE CLAIM AROSE PRORATED TO THE DATE OF ANY CLAIM. SUBSCRIBER FURTHER AGREES THAT SETTLYD IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER SETTLYD HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 12.

10.2 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.

11. Disclaimer of Warranties

11.1 SETTLYD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY SETTLYD. NOTHING IN THIS SECTION 11.1 SHALL MODIFY SETTLYD’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 12 OF THIS AGREEMENT (“INDEMNIFICATION”).

11.2 Settlyd makes no warranty that its services, when provided to Subscriber in digital or electronic format, will be compatible with Subscriber's computer and/or other equipment, or that these Services will be secure or error-free. Settlyd also makes no warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 11.2 shall modify Settlyd’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or Settlyd’s obligation to indemnify you as required by Section 12 of this Agreement (“Indemnification”).

11.3 Settlyd hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

12. Indemnification

12.1 Subscriber hereby agrees to indemnify and hold harmless Settlyd from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

a. Authorized Users’ breach of any obligation stated in this Agreement, and

b. Authorized Users’ negligent acts or omissions.

Settlyd will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Settlyd. Settlyd reserves the right to participate in the defense of the claim, suit, or proceeding, at Settlyd’s expense, with counsel of Settlyd’s election.

12.2 Settlyd shall defend, indemnify, and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party

a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber:

(a) promptly gives written notice of the Claim to Settlyd (provided, however, that the failure to notify so shall not relieve Settlyd of its indemnification obligations unless Settlyd can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) gives Settlyd sole control of the defense and settlement of the Claim (provided that Settlyd may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provides to Settlyd, at Settlyd’s cost, all reasonable assistance. Settlyd shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Settlyd to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or

b. arising out of or related to a violation by Settlyd of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”),

13. Miscellaneous

13.1 Technical support and training are available to Authorized Users with active subscriptions, and are available by email or electronic support ticket, found at support@settlyd.com.

13.2 Subscriber acknowledges and agrees that Settlyd may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Settlyd shall enter into a contract with any such subprocessor or vendor to ensure the storage provisions of this Agreement are met. Upon written request, no more than once in any 12 months, Users may request the name of any such subprocessors.

13.3 Settlyd may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that Settlyd has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. Settlyd can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to Exhibit A, calculation does not include the unavailability of any integration or any third party products or services.

13.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Settlyd liable for any loss, damage, or injury resulting from the interception of information. Settlyd stores the Content securely and encrypts it. Only Settlyd, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Settlyd will make reasonable efforts to notify Subscriber before such access and transfer. Settlyd’s actions will comply with its obligations under Sections 4 and 5 of this Agreement.

13.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

13.6 This Agreement constitutes the entire agreement between Authorized Users and Settlyd. It governs Authorized Users’ use of the Service and supersedes any prior agreements between Authorized Users and Settlyd (including, but not limited to, any prior versions of this Agreement).

13.7 Settlyd reserves the right to amend this Agreement. In the event of material changes to the Agreement, Settlyd will notify Subscriber in the manner addressed herein. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.

13.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

13.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties. No Registered Client and no other person or entity is a third-party beneficiary of this Agreement or has any right to enforce any provision of it.

13.10 Notices. Notices to Settlyd under this Agreement shall be in writing and delivered to Raising the Bar, LLC d/b/a Settlyd, Attn: Legal to support@settlyd.com. Notices to the user or subscriber shall be delivered by email to the Administrator noted by the User at the email address provided at the time of registration. Notice by email is effective on the date sent.

13.11 Survival. Sections 1, 2.7, 3.5, 4, 6, 7.2, 9.4, 10, 11, 12, 13, 14, 15 and 16 shall survive the expiration or termination of this Agreement or of any Subscription, together with any other provision that by its nature is intended to survive.

13.12 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, it shall be severed. The remaining provisions shall continue in full force and effect. If any provision of this agreement is found invalid for any reason, the remainder of the Agreement shall survive.

13.13 Amendment. Settlyd may amend this Agreement from time to time. The Subscriber must check for and verify any changes.

13.14 Force Majeure. Neither party shall be liable for any failure or delay in performance, other than the obligation to pay amounts due, to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemic war, terrorism, civil unrest, labor disruption, governmental action, failure of the public internet, or unavailability of third-party hosting or infrastructure provider. The affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance.

14. Disputes and Resolution

14.1 Governing Law. This Agreement and the relationship between the end user and Raising the Bar, LLC d/b/a Settlyd.com shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict-of-law provisions. Subject to section 14.2, the parties consent to the exclusive jurisdiction and venue of the state courts in Charleston County, South Carolina for any matter not subject to arbitration.

(a) Scope. Except as provided in subsection (g), any dispute, claim or controversy arising under this Agreement, the Service, or relationship between parties, whether in tort, contract or pursuant to statute or otherwise, and whether arising before or after the termination of this Agreement, shall be resolved exclusively by binding arbitration and not in a court of law.

(b) Selection of the Arbitrator. The parties shall first attempt, in good faith, to agree upon a single neutral arbitrator. This shall be done within thirty (30) days of either party delivering a written demand for arbitration. If the parties do so within that thirty (30) day time frame, the arbitration shall proceed before that arbitrator, and the parties may adopt such procedural rules as they agree to in writing.

(c) Failure to Agree. If the parties do not agree upon the arbitrator within thirty (30) days after the delivery of the written demand for arbitration, the arbitration shall be administered by the American Arbitration Association (“AAA”). The arbitrator shall be appointed in accordance with AAA rules.

(d) Number of Arbitrators; Location; Conduct. A single arbitrator shall conduct the arbitration. The arbitration shall be held in Charleston County, South Carolina. The arbitrator shall have the authority to determine their own jurisdiction and the arbitrability of any claim and shall issue a reasoned written award. Judgment on any award may be entered in any court of competent jurisdiction. The parties shall not utilize video conferencing absent the agreement of all parties and the arbitrator.

(e) Fees and Costs. Each party shall bear its own attorneys’ fees, expert fees, and other costs incurred in connection with the arbitration, and each party shall bear the cost equally of any arbitral institution and the compensation and expenses of the arbitrator. The arbitrator shall have no authority to award fees, costs, or punitive damages in any arbitration except as provided in Section 12 (Indemnification). This subsection (e) states the parties’ complete agreement on fees and costs. It supersedes any inconsistent provision of this Agreement, except that it does not limit either party’s indemnification obligations under Section 12.

(f) Class Action Waiver. All claims shall be arbitrated solely on an individual basis. Neither party may bring a claim as a Plaintiff or a member of any purported class, collective, private attorney general or other representative. The arbitrator shall have no authority to consolidate any claims.

(g) Exceptions. Notwithstanding (a): (i) either party may bring an individual into small claims court for any claim within that court’s jurisdiction; and (ii) either party may seek temporary, preliminary or permanent injunctive relief to prevent or restrain the actual or threatened infringement or misappropriation of intellectual property, unauthorized access or the use of the Service or breach of Section 4 above. Seeking such relief shall not be deemed a waiver of the right to arbitrate other claims.

(h) Opt-Out. Subscriber may opt out of this section, 14.2, by delivering written notice of that election to Settlyd as set out in this Agreement within 7 days after Subscriber first accepts this Agreement. A valid opt-out shall render this section inapplicable to that Subscriber and any disputes shall be resolved with that Subscriber in any court of competent jurisdiction in Charleston County, South Carolina. Opting out shall not affect Subscriber’s use of the service or other rights under this Agreement.

(i) Confidentiality; Survival; Severability. The existence and content of any arbitration under this Section, including any award, shall be confidential except as necessary to enforce the award or as required by law. This section, in total, shall survive the termination or expiration of this Agreement and the termination of Subscriber’s subscription. If any provision is severed, the remainder of this section shall survive. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH PROCEEDING. ANY ARBITRATION AWARD SHALL BE FINAL AND NOT SUBJECT TO APPEAL OR REVIEW.

15. Artificial Intelligence

15.1 AI-Assisted Features. Settlyd may from time to time introduce features that use artificial intelligence or machine learning. Settlyd shall provide notice of any such features before the deployment of such features via notification on the dashboard of each user’s account. Such feature shall be identified and described in plain language.

15.2 No Training on Content. Settlyd shall not use Content to train or otherwise improve any machine learning or artificial intelligence model, whether Settlyd’s own or that of any third party. Settlyd shall require confirmation that all vendors, hosting partners, or other third parties adhere to this same policy regarding Content.

15.3 Output. Any output generated by an artificial intelligence or machine learning feature is provided as a drafting and analytical aid only. Such output is not legal advice, may contain errors, and must be independently reviewed and verified by the responsible attorney before any use in any filing, calculations, advice to a client, or other professional purposes. Settlyd makes no warranty as to the accuracy, completeness, or fitness for any purposes of such output.

16. Professional Responsibility

16.1 No Legal Advice. Settlyd is a software provider. Settlyd does not practice law, does not provide legal advice, and does not enter into any attorney-client relationship with any User or Subscriber, Authorized User, Registered Client or the client of any user or subscriber. No communication with Settlyd or its personnel constitutes legal advice.

16.2 Independent Verification. All calculations, worksheets, financial declarations, affidavits, spreadsheets, analyses, or other outputs generated by the Service are drafting and analytical aids. The Authorized User remains solely and completely responsible for reviewing and independently verifying the accuracy and completeness of any output before it is filed with any court or used in any case, provided to any client or opposing party, or relied upon for any professional purpose.

16.3Guidelines and Statutory Changes. Settlyd used commercially reasonable efforts to maintain current child support guidelines, statutory forms and related tables within the Service. Settlyd does not warrant that any guideline, form, rate or table within the Service reflects the most recent amendment at any given moment, and the Authorized User is responsible for confirming that the applicable guidelines and forms are current at the time of use.

16.4 Subscriber Inputs. Settlyd is not responsible for the accuracy, completeness, or legality of any information entered into the Service by the Subscriber, an Authorized User, Registered Client, or for any output derived from such information.

1. Exhibit Definitions

“Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.

“Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.

“Downtime” means any period, greater than ten minutes, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or synch functions of the Service.

“Error(s)” means the material failure of the Service to conform to its published functional specifications.

“Procedural Issues” means issues that Subscriber must address by adjusting a specific business process to accomplish work in the Service.

“Request” means a modification to the Service outside of the scope of the functional specifications.

“Scheduled Available Time” means 24 hours a day, 7 days a week.

“User Administration Support” means issues that impact the usability of the Service and are addressable through adjustments to the Registered Client’s access privileges, processes, or procedures.

2. Scope of Service Level Commitments.

Settlyd’s obligations do not extend to Errors or other issues caused by:

1. any modification of the Service made by any person other than Settlyd;

2. any third party hardware or software used by Subscriber or any Registered Clients except as otherwise provided in the then current Documentation;

3. the improper operation of the Service by Subscriber or Registered Clients;

4. the accidental or deliberate damage to, or intrusion or interference with the Service;

5. the use of the Service other than in accordance with any user Documentation or the reasonable instructions of Settlyd;

6. ongoing test or training instances of the Service provided to Subscriber; or

7. services, circumstances or events beyond the reasonable control of Settlyd, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of Settlyd, to include issues of any form with third-party hosts.

3. Scheduled and Unscheduled Downtime

Raising the Bar, LLC will use commercially reasonable efforts to provide at least 2 days prior notice before undertaking any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 95.00% in any calendar month, Raising the Bar, LLC will provide to Subscriber, upon written request, a credit equal to any downtime in excess of the 95.00% threshold. Subscriber will submit a written credit request to Raising the Bar, LLC in writing within 30 days of such Downtime. The credit request is Subscriber’s sole and exclusive remedy for any failure by Raising the Bar, LLC to meet any performance obligations about the Service, including, without limitation, any support obligations except as provided in the Agreement.

Raising the Bar, LLC reserves the right to temporarily suspend Subscriber’s or a Registered Client’s access to the Service as set out in the Agreement. Any such suspensions based on repairs, technical problems, outages, or maintenance services will be subject to this service commitment policy.

4. Support Services

Settlyd will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling.

Settlyd will provide email and/or phone support as specified at support@settlyd.com, excluding Settlyd corporate holidays and national U.S. holidays, except where noted.

Settlyd will use commercially reasonable efforts to respond to support requests submitted by Authorized Users during Settlyd’s ordinary business hours as follows: for an Error that renders the service substantially unusable, within six (6) business hours; for an Error that materially impairs a significant function of the Service, within one (1) business day; for all other requests, within two (2) business days. Response times measure Settlyd’s initial substantive response and do not constitute a commitment or guarantee to resolve any Error within the stated times.

1.Two Roles, Two Kinds of Information

Information about you as a user of Settlyd. When an attorney, paralegal, firm administrator, or website visitor provides information, or when we collect information about how the Settlyd site and application are used, we decide how we use that information. This policy governs that information directly, and Sections 3 through 11 describe it.

Content: the client information a firm puts into Settlyd. When a subscribing firm enters financial affidavit or declaration information, income information, asset and debt schedules, child support information, or other case information about its clients, Settlyd holds that information to provide service to the user. The user or their authorized representative decides what to enter, how long to keep information on the Settlyd service, and who may see it.

This matters if you are a client of a firm that uses Settlyd. Your lawyer, not Settlyd, controls your information in the system. Requests to see, correct, or delete that information should go to your lawyer, not Settlyd.

2.Who We Are and How to Reach Us

Raising the Bar, LLC, d/b/a Settlyd

Support@settlyd.com

3.Information We Collect

As a controller of information, we collect information from the categories below. For each, we describe what it includes, where it comes from, why we collect it, and how long we keep it.

Account and identity information: Name, firm name, business email address, business phone number, job role, username, birth dates, and address. This comes from you or your account Administrator, who adds you to a firm’s subscription. Settlyd uses it to create and administer accounts, authenticate users, and provide support. We keep it for the life of the account plus an additional ninety (90) days.

Billing information: Billing contact and address, subscription tier, transaction records, and credit identifiers such as the last four digits and card type. We receive this from you and our payment processor. We use it to process payments, prevent fraud, and meet tax and accounting obligations. We keep it for the life of the account plus an additional ninety (90) days or, where required, for the minimum period required by applicable law or regulation.

Usage and device information: IP address, browser and device type, operating system, pages viewed, features used, timestamps, referring pages and metrics as to user information. We collect this automatically when you use the site or the applications. We use it to operate and secure the service, diagnose problems, and understand which features are actually being used. We keep this for up to 24 months.

Support information: Your correspondence with our support team, including tickets and any attachments you send us. This comes from you. We use it to answer your questions and improve the product. We keep it for up to 36 months after the matter is resolved.

Marketing information: Business contact details, communication preferences, and event or webinar registration, where applicable. This comes from you, your lawyer, or your account Administrator. We use it for product and educational communications you have asked to receive. We keep it for up to 36 months after you subscribe or terminate your service.

Content: Described in Section 6. We hold content as a service provider on behalf of the subscribing firm. The firm’s authorized users or a Registered client the firm has invited enter it. We use it to provide service to the firm. Retention is described in Section 11.

We do not require a Social Security number, a driver’s license number, or a consumer credit report to open or maintain a Settlyd account.

4.Sensitive Information

Content routinely includes detailed financial information about individuals who are not our customers and, in some matters, may include information touching on personal details or sensitive subjects. We treat all Content as sensitive regardless of how it is categorized under any particular statute.

We do not use Content to infer characteristics about any individual. We do not use it for marketing, advertising, or profiling. We do not use it to train artificial intelligence or machine learning systems. See Sections 6 and 8.

5.Cookies, Analytics and Universal Opt-Out Signals

We use cookies and similar technologies on Settlyd and within the service for three purposes.

Strictly Necessary. Authentication, session management, security, and load balancing. You can’t turn these off because the service will not function without them.

Functional. Remembering your preferences and settings.

Analytics. Understanding how the site and application are used so we can improve them.

You can control cookies through your browser settings. If you reject non-essential cookies, the service will continue to work; however, some conveniences may not.

Universal opt-out signals. Where your browser or a browser extension transmits a Global Privacy Control signal, we treat it as a valid request to opt out of any sale or sharing of your personal information for targeted advertising, for that browser.

6.Content: What We Do and Do Not Do With It

Settlyd holds content on behalf of the subscribing firm.

We use it to:

• Provide, host, and display the service to the firm’s authorized users and Registered Clients the firm has invited.
• Generate the calculations, worksheets, declarations, and documents the firm asks the service to produce.
• Maintain backups and restore data at the server level.
• Provide technical support when a user asks for support.
• To comply with the law, as described in Section 7.

Access by Settlyd personnel is limited to a minimal number of Settlyd employees and occurs only for the above purposes.

We do not sell Content. We do not share Content for advertising. We do not use Content for marketing. We do not use Content to generate published reports, benchmarks, industry analyses or datasets of any kind. We do not use Content to train or develop artificial intelligence or machine learning systems, and we require confirmation that any vendors manage Content in the same strict fashion.

Aggregate service statistics. We generate internal, non-public operational statistics about how the service performs and which features are used. We derive these from usage and system data, and they do not identify any firm, user, or individual described in Content.

We use limited analytics to understand how visitors use Settlyd’s public pages and to improve our content and services. This may include pages viewed, referral sources, device information, and interactions with public content. We do not use analytics to collect information entered into forms or private areas of the service.

Our service providers may process analytics data in accordance with their privacy terms.

7.How We Share Information

We share information only in the following circumstances.

Infrastructure and hosting vendors. They receive account data and Content as necessary to host the service. These vendors are contractually bound to confidentiality and security obligations no less protective than our own, and may not use the information for their own purposes.

Our payment processor is LawPay. It receives billing contact and transaction data to process subscription payments. We do not receive or store complete credit card numbers.

Analytics and support tools. They receive usage, device, and support data so that we can operate and improve the site and its applications. They do not receive Content.

Professional advisors. Our legal, accounting and audit advisors receive what they need to do their work, under confidentiality obligations.

Legal and safety. We disclose information when compelled by subpoena, court order, or other lawful process, or when necessary to protect rights and safety.

A corporate transaction. If Settlyd is acquired or merges, information may transfer as part of the assets, subject to the notice described below.

Legal Process. Consistent with Section 6 of our Terms of Service, if we are compelled to disclose Content or Confidential Information, we will give the affected subscriber prompt written notice before disclosing, to the extent the law permits, so that the subscriber can seek a protective order. We disclose only the portion legally required.

Corporate transactions. If Settlyd is involved in a merger, acquisition, or sale of assets, we will notify affected subscribers by email and prominent notice on our website before any change in ownership or in the use of their information takes effect.

Subprocessors. Consistent with Section 13.2 of our Terms of Service, a subscriber may request the identity of vendors that store or process its Content, once in any twelve months, by writing to support@settlyd.com.

8.What We Do Not Do

These are commitments, not descriptions of current practices, which may change from time to time.

We do not sell personal information nor have we for the last 12 months.

We do not share personal information for cross-context behavioral advertising or targeted advertising.

We do not authorize third parties to use your Content for any reason without your express written permission.

We do not use Content for marketing, profiling, nor do we publish it.

We do not obtain consumer credit reports about our subscribers or about individuals addressed in any Content.

We do not use Content to train or otherwise develop any artificial intelligence or machine learning model, whether our own or a third party’s, and we require confirmation that any vendors manage Content in the same strict fashion.

If any of this policy changes, we will say so in this policy, and Section 14 describes how you will be told.

9.Security

We maintain administrative, technical and physical safeguards designed to protect information against unauthorized access, disclosure, alteration and destruction. These include encryption in transit and at rest, access controls, session protections, input validation, controlled credential management, logging, vulnerability and patch management, protected backup procedures and vendor diligence.

Our Terms of Service commit us to notify subscribers of a confirmed security breach affecting their content without undue delay and within 72 hours. That commitment is part of our Terms of Service and is not changed by this policy.

No system is completely secure. We cannot guarantee the security of your information transmitted over the internet, and you use it at your own risk. If you believe your account credentials have been compromised, immediately change your login credentials and contact us at support@settlyd.com.

10.Your Rights and Choices

Depending on where you live, you may have some or all of the following rights regarding the personal information we hold about you. Where we act as a service provider, see Section 12.

Access. Confirm whether we process your personal information and obtain a copy.

Correct. Correct personal information that is inaccurate.

Delete. Ask us to delete personal information about you, subject to exceptions such as records we must keep for tax, accounting, security or legal reasons.

Portability. Transfer, to the extent possible, Content to a new user account. As well, upon written request, you may obtain a copy of your personal information in a portable, readily usable format where technically feasible.

Opt out. Opt out of any sale of personal information, any sharing for targeted advertising, and any profiling producing legal or similarly significant effects. As stated in Section 8, we do not do these things, but the right exists, and we will honor a request.

Withdraw Consent. Where our processing rests on your consent, you may withdraw at any time.

Non-discrimination. We will not deny service, charge different prices, or provide a different quality of service because you exercise a right to privacy.

How to make a request

Email support@settlyd.com. Please tell us what right you are exercising and provide enough information to locate your records. We will verify your identity, usually by confirming control of the email address associated with your account, before acting on a request. We may decline a request if we cannot verify your identity directly.

Authorized Agents.

You may use an authorized agent. We will ask for written proof of the agent’s authority and may ask you to confirm directly.

Timing.

We will respond within 45 days. If we need more time, we will tell you within that period and may extend by another 45 days, explaining why.

Costs

Requests are free. We may charge a reasonable fee or decline a request that is manifestly unfounded, excessive, or repetitive, and we will explain our reasoning.

Appeals

If we decline your request, our response will explain why and tell you how to appeal. To appeal, reply to our decision and copy support@settlyd.com with “Privacy Appeal” in the subject line. We will review the matter and respond within 45 days. If we deny your appeal, we will provide information as to how to contact your state attorney general.

Marketing Communications

You may unsubscribe from marketing emails at any time using the link in such message or through a request sent to support@settlyd.com.

11. How Long We Keep Information

Retention periods for the information we hold are stated with each category within this policy and in the Terms of Service.

Content. Consistent with Section 9.4 of our Terms of Service, following the expiration or termination of a subscription, we retain Content associated with that subscription for a minimum of 90 days, during which the subscriber may export it as set out in the Terms of Service or reactivate the subscription. Extended retention is available upon written request at our then-current rates. After that period, we may permanently delete Content.

We may retain information longer where required by law, or where necessary to resolve a dispute, enforce our agreements, or maintain security records.

12.If You Are a Client of a Firm that Uses Settlyd

Firms invite their clients into Settlyd as Registered Clients, usually to complete a financial declaration through the client portal. If you came to this policy that way, the following applies.

The information you enter belongs to your matter and is controlled by your attorney, not by Settlyd. Settlyd stores and processes it on your attorney’s behalf. We do not sell it or use it for advertising, and we do not use it to train any artificial intelligence or machine learning system.

If you want to see, correct, or delete information about you in the system, ask your attorney. Your attorney decides what is in your file and how long it is kept. If you contact us directly, we will refer you to your attorney, because we are not permitted to alter a firm’s records without their instructions and express permission.

Your use of the client portal is also governed by the Settlyd Terms of Service, which are incorporated into this policy.

13.Children

Settlyd is a professional tool for attorneys and is not directed to individuals under 18, and we do not knowingly collect personal information directly from children. Content entered by a firm may describe minor children in a family law matter. The firm controls that information as part of its client file, treats it as sensitive under Section 4, and never uses it for any purpose other than providing the service.

14. Where Information is Stored, and Changes to this Policy

We store Information on third-party infrastructure located within the United States. We do not transfer information outside of the United States except where our storage vendor operates outside of the United States, in which case we impose contractual protections.

We may update this policy. When we do, we will note the version date and maintain records of prior versions. If a change materially affects how we handle your information, we will notify the account Administrator by email at least 30 days before the new policy takes effect. Continued use after any effective date means you accept the updated policy, and it applies to you.

15.State-Specific Disclosures

California. If you are a California resident, the categories in Section 3 correspond to the categories of personal information under the California Consumer Privacy Act, and Section 7 states the categories of recipients. We do not sell or share personal information as those terms are defined in that statute, and we have not done so in the past 12 months. We do not use or disclose sensitive personal information for purposes beyond those permitted without a right to limit. You may exercise the rights in Section 10, and you will not be discriminated against for doing so.

Virginia, Colorado, Connecticut, and other states with comprehensive privacy statutes. Section 10 describes your rights, including the right to appeal a denied request and to contact your state attorney general if an appeal is denied. Where your state requires recognition of a universal opt-out mechanism, see Section 5.

Nevada. We do not sell personal information as defined by Nevada law.

Contract customers. If your firm has a separate written agreement with Settlyd that addresses privacy or data protection, that agreement controls where it conflicts with this policy as to Content.

16.Questions

Write to support@settlyd.com. If you are an attorney evaluating Settlyd and need documentation for your firm’s vendor diligence, say so, and we will respond promptly.