Orbipay Terms of Service

Last Updated: June 9, 2023

Welcome to Orbipay – the platform for sending and receiving money online. The Orbipay platform includes the websites, mobile applications, and other platforms that link to these Terms of Service (collectively, the “Platform”). The Platform is owned and operated by Alacriti Payments LLC, 100 Somerset Corporate Boulevard, 2nd Floor, Bridgewater, NJ 08807 (together with its affiliates, “Alacriti”).

The Platform enables companies (“Clients”) to offer their customers a variety of payment-related features, such as the ability to receive electronic invoices, receive electronic payments, and issue electronic payments. These Terms of Service (“Terms”) are between Alacriti and you, the individual using such a payment-related feature that is powered by the Platform. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING ANY ASPECT OF THE PLATFORM.

These Terms include the Orbipay Privacy Policy - https://www.alacriti.com/legal/end-user/orbipay-privacy-policy, which is incorporated into these Terms by reference.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 10 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE PLATFORM.

1. Platform Overview

1.1. These Terms apply only to the Platform. These Terms do not apply to products or services provided by Clients. Each Client’s products and services are subject to that Client’s agreement with you, which Alacriti strongly suggests you review. If you have questions about a Client’s products or services or agreements, please contact the Client.

1.2. Alacriti is not a third-party beneficiary of or liable for any agreements between you and a Client, regardless of whether or not Alacriti is compensated in connection with such agreement.

2. Use of the Platform

2.1. You must be a resident of the United States, at least 18 years and the age of majority in your State of residence, and you must register for an account to use the Platform. Certain features of the Platform will only be available for use in the United States. Some features may be available only if you provide Alacriti with certain information about you and Alacriti is able to verify your identity.

2.2. You represent and warrant that you own the email or mobile phone number you register with and all information entered or collected in the course of creating your Platform account and any information you subsequently add or update from your settings (“Account Information”). You shall ensure that your Account Information remains complete and accurate. To register, open, use, or upgrade a Platform account, Alacriti may require that you submit certain Account Information, including but not limited to your name, email address, text-enabled mobile phone number, street address, zip code, date of birth, social security number, or a government issued form of identification.

2.3. You authorize Alacriti, directly or through third parties, to make any inquiries Alacriti considers necessary to validate your identity or authenticate your identity and Account Information. This may include asking you for further information or documentation about your Platform account usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, or verifying your information against third party databases or through other sources. In connection with your use of the Platform, you may not refuse to: (a) cooperate in an investigation concerning activity that potentially violates the law or these Terms; (b) provide confirmation of your identity; or (c) provide confirmation of any information you provide Alacriti.

2.4. You understand and acknowledge that if you cancel your Platform account or your Platform account is terminated, then all your data and all other information within the Platform may be removed from the Platform, subject to Alacriti’s retention policies.

2.5. Alacriti reserves the right to delete your Platform account after a significant duration of inactivity.

2.6. You shall not use the Platform to send or receive payments in violation of law. You further agree that in connection with your use of the Platform, you will not use the Platform in a manner that Alacriti, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the payment card system or a violation of payment card association rules. Alacriti reserves the right to block, refuse, or reverse any transaction, in its sole discretion. Alacriti will notify the affected parties promptly if Alacriti decides to do so, but notification is not required if the transaction is prohibited by these Terms or applicable law. Neither Alacriti nor third parties to whom it assigns or delegates rights or responsibilities will be liable for any claims or damages resulting from prohibited transactions. All costs for research and resolution for any misapplied, misposted or misdirected prohibited transactions will be your sole responsibility and not Alacriti’s.

2.7. You agree that any rights you have under the US Fair Credit Reporting Act, any corresponding state laws, or any similar laws regulating consumer or credit reporting agencies in other countries, may only be asserted against the Client. You shall not assert such rights against Alacriti, and waive your ability to do so.

3. Communicating with You

3.1. Alacriti and its third-party service providers may need to provide you with certain communications, notices, agreements, billing statements, or disclosures in writing (“Communications”) regarding the Platform. By accepting these Terms, you acknowledge your ability and consent to receive Communications electronically from Alacriti and its third-party service providers, rather than in paper form, and to the use of electronic signatures in Alacriti’s relationship with you (“Consent”). If you withdraw your Consent, you may be restricted from using the Platform. Under this Consent, Alacriti may provide all Communications electronically by email, by text message, or by making them accessible via the Platform. Communications include, but are not limited to: (a) agreements and policies required to use the Platform; (b) payment authorizations and transaction receipts or confirmations; (c) account statements and history; and (d) all federal and state tax statements and documents. Alacriti may also use electronic signatures and obtain them from you.

3.2. To access and retain the electronic Communications, you will need the following: (a) a computer or mobile device with Internet or mobile connectivity; (b) for desktop website-based Communications: (i) recent web browser that includes 256-bit encryption; (ii) the browser must have cookies enabled; and (iii) the most recent version of Mozilla Firefox, Apple Safari, or Google Chrome; (c) for application-based Communications: (i) a recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and (ii) the most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS; (d) access to the email address used to create a Platform account; (e) sufficient storage space to save Communications and/or a printer to print them; and (d) if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add [[Alacriti system messages email address]] to your email address book.

3.3. You have the right to receive Communications in paper form. To request a paper copy of any Communication, please write to Alacriti, 100 Somerset Corporate Boulevard, 2nd Floor, Bridgewater, NJ 08807, within 180 days of the date of the Communication, specifying in detail the Communication you would like to receive. If you request one or more paper copies, you understand and agree that Alacriti may charge you $10 for each paper copy requested. For the avoidance of doubt, requesting a paper copy of any Communication, in and of itself, will not be treated as withdrawal of consent to receive electronic Communications.

3.4. You may withdraw your Consent to receive electronic Communications at any time, by writing to Alacriti, 100 Somerset Corporate Boulevard, 2nd Floor, Bridgewater, NJ 08807. However, withdrawal of your Consent to receive electronic Communications may result in termination of your access to the Platform. Any withdrawal of your Consent will be effective after a reasonable period of time for processing your request, and Alacriti will confirm your withdrawal of consent and its effective date in writing (either electronically or in paper form).

3.5. You can change your email address by writing to Alacriti, 100 Somerset Corporate Boulevard, 2nd Floor, Bridgewater, NJ 08807. You may also be able to change your email address yourself through the Platform.

3.6. In connection with your use of the Platform, Alacriti may send you service announcements, administrative messages, and other information. You may opt out of some of those communications, for example, by clicking on the “unsubscribe” link in marketing e-mails or texting “Stop” or “Do Not Send” in response to text messages, or disabling notifications in your Platform settings. Please be aware that there may be a brief period before Alacriti is able to process your opt-out.

4. Platform Access

4.1. You may create a username and password to access the Platform (“Credentials”). You are responsible for maintaining the confidentiality of the Credentials, and for all activities performed using the Credentials. You shall not share the Credentials with any third party, and will notify Alacriti immediately at privacy@alacriti.com if you know, or reasonably suspect that, a third party is using your Credentials.

4.2. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Platform password, or on which you enable a "Remember Me" or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Credentials, including the activities of any individual with whom you share your Credentials or an Activated Device.

5. Payment Process

5.1. The Platform will process variable payments on the business day you designate, provided the payment request is received prior to the cut-off time set by Alacriti. Variable payment requests received after the business day cut off time or at any time on a non-business day will be processed on the next business day.

5.2. For recurring payment requests, if you designate a processing date of the 28th through the 31st of a month, processing will be initiated on the last calendar day of the month. Otherwise, recurring payment requests will be processed on the dates you have designated, unless such date falls on a non-business day resulting in your payment being processed on the next business day.

5.3. When scheduling payments, you must select a scheduled payment date (taking into account the processing information described in the previous sections) that is no later than your actual due date. Scheduled payment dates and recommended delivery times should be prior to any late date or grace period. Alacriti is not responsible for any finance charges or penalties incurred for late payments that were due to invalid information entered by you.

5.4. When you have scheduled a payment, you authorize Alacriti to debit the account designated by you (“Payment Account”) and remit funds on your behalf. You certify that your Payment Account is an account from which you are authorized to make payments and any payment you make will be debited from this account. You also authorize the credit of returned payments from using the Platform.

5.5. Alacriti incurs no liability if it is unable to complete any payments because of any of the following: (a) you did not provide complete and correct payment or transfer information; (b) you did not properly follow the instructions for use of the Platform; (c) the Platform is not working properly and you know or have been advised about the malfunction before you execute the transaction; (d) if your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed your credit limit or overdraft limit; (e) your Payment Account is closed or has been frozen; (f) you, or anyone you allow, commits fraud or violates any law or regulation in connection with the Platform; (g) circumstances beyond Alacriti’s control (such as fire, flood, postal delay or improper transmission or handling by a third party) prevent, hinder or delay the transaction, despite reasonable precautions that Alacriti has taken; and/or (h) a legal order prohibits entries to or withdrawals from your Payment Account.

5.6. You agree to have funds available in the Payment Account you designate in amounts sufficient to pay for all payments requested through the Platform as well as any other payment obligations you have to Alacriti. Alacriti reserves the right, without liability, to reject or reverse a payment if you fail to comply with this requirement or any these Terms.

5.7. Alacriti will not send periodic statements regarding transactions that you make using the Platform. The transactions will appear only on the statement issued by your bank or other financial institution. SAVE THE RECEIPTS YOU ARE GIVEN WHEN YOU USE THE PLATFORM, AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION. You agree to regularly review your transaction history from your financial institution and to notify the applicable Client immediately if there are any suspected unauthorized payments or errors related to the Platform.

5.8. Any payment that is not a recurring payment can be changed or canceled, provided you access the Platform prior to the cut-off time on the business day prior to the business day the payment is going to be initiated. You may stop a recurring payment by accessing the Platform or by notifying the applicable Client either by telephone (if supported by the applicable Client) or in writing at least 3 business days before the scheduled date of the payment.

5.9. Tell the applicable Client immediately if you believe anyone has improperly obtained access to your Platform account, or if you suspect any fraudulent activity or unauthorized transactions on your Platform account. Also, if your statement reflects any errors or unauthorized transactions, tell the applicable Client at once. The Client must hear from you no later than 90 days after the unauthorized transaction.

5.10. You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Platform (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. Alacriti is not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Alacriti specifically disclaims any liability for Taxes. Alacriti may be required by law to report information about you and your use of the Platform to the IRS.

6. Termination and Suspension

6.1. Alacriti may terminate these Terms or suspend your access to the Platform at any time, with or without notice to you. Alacriti may add or remove features to the Platform at any time, with or without notice to you. Alacriti will use reasonable efforts to notify you of these actions, by email or through the Platform.

6.2. You may terminate these Terms at any time by closing your Platform account, by contacting the applicable Client or privacy@alacriti.com.

6.3. If these Terms are terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end; (b) Alacriti may (but has no obligation to) delete your information and Platform account data stored on its servers; and (c) Alacriti will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Platform, or for deletion of your information or Platform account data. Sections 6.3, 7.2, and 8 - 11 survive termination of these Terms, for any reason.

7. Intellectual Property

7.1. Alacriti grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Platform, as authorized in these Terms. Alacriti reserves all rights not expressly granted to you in these Terms. Alacriti owns all rights, title, and interest in the Platform and the intellectual property therein. These Terms do not grant you any rights to Alacriti’s trademarks or service marks.

7.2. You may submit feedback or suggestions about the Platform (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place Alacriti under any fiduciary, confidentiality, or other obligation, and that Alacriti is free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.

8. Representations, Disclaimer of Warranties, Indemnity

8.1. You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Platform and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide in connection with the Platform accurately and truthfully represents your identity; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you; (e) you will not use the Platform, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Platform; and (f) your use of the Platform will comply with these Terms.

8.2. THE USE OF “ALACRITI” IN SECTIONS 8, 9, AND 10 MEANS ALACRITI, ITS AFFILIATES, AND ITS AND THEIR SUCCESSORS AND ASSIGNS, AND ITS AND THEIR VENDORS, SERVICE PROVIDERS, AND SUPPLIERS, AND EACH OF THE FOREGOING’S OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS. THE PLATFORM IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ALACRITI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALACRITI DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM OR INFORMATION CONTAINED THEREIN IS ACCURATE, RELIABLE OR CORRECT; THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Alacriti does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party. Alacriti does not have control of, or liability for, goods or services that are paid for using the Platform.

8.3. You will indemnify, defend, and hold Alacriti harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Platform; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claims made by a Client regarding your use of the Platform; and (f) any other party’s access and/or use of the Platform under your Platform account.

9. Limitation of Liability

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ALACRITI BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PLATFORM. IN ALL CASES, ALACRITI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

9.2. UNDER NO CIRCUMSTANCES WILL ALACRITI BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR PLATFORM ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

9.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ALACRITI IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF FEES EARNED BY ALACRITI IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) $10.00.

9.4. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ALACRITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. Binding Arbitration

You agree to the following:

10.1. Any and all Disputes (as defined below) involving You and Alacriti will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 10 (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 10 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

10.2. The term “Dispute” means any claim or controversy related to the Platform, including but not limited to any and all: (a) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (b) claims that arose before these Terms or any prior agreement; (c) claims that arise after the expiration or termination of these Terms; and (d) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class.

10.3. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Alacriti by mail to 100 Somerset Corporate Boulevard, 2nd Floor, Bridgewater, NJ 08807.

10.4. Notwithstanding anything in this Arbitration Provision to the contrary, either You or Alacriti may bring an individual action in a small claims court in the area where you access the Platform if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

10.5. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when You notify Alacriti about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless You and Alacriti agree otherwise, any arbitration hearing will take place in New Brunswick, NJ. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect Platform Content and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

10.6. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER USERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION.

10.7. The payment of the JAMS’s fees and costs will be governed by the JAMS Rules. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and You shall reimburse Alacriti for all fees and costs that were its obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor.

10.8. This Section 10 survives termination or expiration of the Terms for any reason.

11. Miscellaneous

11.1. These Terms, and your relationship with Alacriti under the Terms, is governed by the laws of the State of New Jersey, without regard to its conflict of laws provisions. By using the Platform, you consent to the exclusive jurisdiction of the state and federal courts in Middlesex County, New Jersey in all disputes arising out of or relating to the Terms or Platform, that are not subject to the Arbitration Provision above.

11.2. You will not assign or transfer any of your rights or obligations in these Terms, in whole or in part, by operation of law or otherwise, without Alacriti’s prior written consent. Any attempt to do so without Alacriti’s consent will be null and void.

11.3. In the event that any provision of these Terms are deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform these Terms to give as much effect as possible to that provision. Any provision that can't be modified or reformed in this way will be deemed deleted, and the remaining provisions of these Terms will continue in full force and effect.

11.4. A party's obligations under these Terms can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.5. Notwithstanding anything to the contrary in these Terms, a party will not be deemed to be in breach of these Terms, or liable for any delay or failure to perform any obligation under these Terms, where caused by circumstances beyond their reasonable control, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war (collectively, “Force Majeure Events”).

11.6. Alacriti may change or modify these Terms from time to time (“Revisions”) by posting such Revisions within the Platform or otherwise giving notice thereof, except where otherwise provided herein. The Revisions shall be effective upon posting to the Platform, or if later, the effective date set forth in such notice or the Revisions (“Revisions Effective Date”). By continuing to use the Platform after the Revisions Effective Date, You agree to be bound by the Revisions. It is your responsibility to check the Platform regularly for Revisions.

11.7. These Terms and all documents incorporated by reference therein, constitute the entire agreement and understanding of the parties with respect to their subject matter, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to their subject matter. As used in these Terms, “including” and “includes” are exemplary and not limiting. In the event that a document referenced in these Terms is not available on the Platform, Alacriti will provide a copy to You on request. It is your responsibility to review the Platform and request such documents.

11.8. The section headings used in these Terms are for reference only and shall not limit or control any term or provision of these Terms or the interpretation or construction thereof.

11.9. Your sole and exclusive remedies are expressly set forth in these Terms. Certain of the exclusions enumerated in these Terms may not apply if the state in which a Platform is provided does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Alacriti shall be limited to the maximum extent permitted by law.