Fast Payment Program Terms
Effective date:
By enrolling in the program described below to have certain customer payments deposited in your Slash Account on an accelerated basis (the “Program”), you agree to be bound by the terms and conditions set forth in this document (these “Program Terms”).These Program Terms supplement and incorporate by reference the Slash Terms of Service (“TOS”) at https://www.joinslash.com/legal/terms-of-service, including the arbitration agreement in the TOS. To the extent of any conflict between these Program Terms and the Slash Terms of Service regarding transactions contemplated by these Program Terms, these Program Terms will prevail.
1. Certain Definitions
For purposes of these Program Terms, the following terms have the following meanings. Capitalized terms used but not defined in these Program Terms will have the meanings assigned to them in the TOS.
“AAA” has the meaning set forth in Section 9(i).
“ACH” has the meaning set forth in Section 2(g).
“Advance” has the meaning set forth in Section 2(a).
“Arbitration Agreement” means Section 9(i).
“Change of Control” means (i) a sale of all or substantially all of Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of Company with or into another corporation, limited liability company or other entity, or (iii) the consummation of a transaction, or series of related transactions, in which a Person or group of Persons, directly or indirectly, acquires more than twenty-five percent (25%) of Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction will not constitute a Change of Control if its purpose is solely to (A) change the jurisdiction of Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the Persons who hold Company’s securities immediately before such transaction, or (C) obtain funding for Company in a financing that is approved by Company’s board of directors.
“Company” means the business entity that participates in the Program.
“Debtor Relief Law” has the meaning set forth in Section 5(b).
“Designated Account” means each business checking account maintained by Company at a federally insured financial institution linked to the Platform for which Company has executed an ACH authorization agreement required by Slash.
“Due Date” has the meaning set forth in Section 2(g).
“Event of Default” has the meaning set forth in Section 5.
“External Inbound Transfer” means an ACH or wire funds transfer transaction from an External Inbound Transfer Source to Company’s Slash Account.
“External Inbound Transfer Source” means Company’s payment processor or facilitator or an external financial institution from which the External Inbound Transfer is initiated.
“FAA” has the meaning set forth in Section 9(g).
“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, claim or other encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and any agreement to give a lien, mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, claim, or other encumbrance of any kind.
“Limits” or “Limit” has the meaning set forth in Section 2(d).
“Material Adverse Effect” means a material adverse effect on (a) the operations, business or financial condition of Company, or (b) the ability of Company to repay any Advance or to otherwise perform its obligations under these Program Terms.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
“Signatory” has the meaning set forth in Section 7(a)(ii).
“Slash” means Slash Financial, Inc.
“Slash Account” means the business deposit account provided by Column N.A., or a successor partner bank designated by Slash, which can be accessed by Company via the Platform.
“Term” has the meaning set forth in Section 2(b).
2. Basic Terms
Slash may review, and Company authorizes Slash to access, information about Company’s financial and credit history and Company’s financial strength by obtaining information from credit reporting agencies, financial institutions, and others, and by accessing Company’s financial records, reports, bank accounts (including the Designated Account and Slash Account), and other resources Slash deems appropriate in connection with any transaction under these Program Terms, and on an ongoing basis, for the purpose of reviewing Company’s account, debiting the Designated Account or Slash Account, taking collection action on Company’s account, or for any other business purpose. Company will provide Slash any related authorizations, access credentials, and other information which Slash may reasonably request for such purposes. Before Slash provides any Advance to Company, Slash may conduct a processing trial to confirm Slash’s access to the Designated Account and Slash Account and Slash’s ability to credit, debit or otherwise withdraw funds from each of them. If the Designated Account or Slash Account processing trial is not completed to Slash’s satisfaction, Slash may terminate Company’s access to the Program, and in such circumstances Slash will refund to Company any amounts that Slash obtained from Company during the processing trial.
Term and Termination
These Program Terms are effective until terminated by Company or Slash, in each case upon notice to the other party (“Term”). Either party may terminate these Program Terms for any reason or no reason at all. Notwithstanding any termination of these Program Terms, Company will still be responsible for any obligations, including repayment of any outstanding Advances and any other amounts owed to Slash pursuant to these Program Terms, incurred prior to the termination. During the Term, Slash may suspend Company’s access to the Program for any reason or no reason at all.
Request for Advance
Subject to Section 2(d), from time to time during the Term, after an External Inbound Transfer is initiated and before the transferred funds are settled in Company’s Slash Account, Company may request an advance of funds equal to the amount of such External Inbound Transfer to be deposited in Company’s Slash Account (each, an “Advance”). Company will submit requests for Advances and specify the External Inbound Transfers for which it requests such Advances via a method designated by Slash. Each Advance is subject to Slash’s approval in its sole discretion, to the extent permitted by applicable law, and Company will promptly provide any documentation required by Slash to process Company’s request. If approved, Slash will deposit the proceeds of the Advance in Company’s Slash Account, and Slash will use commercially reasonable efforts to ensure the Advance will be available in the Slash Account for Company’s immediate use.
Advance Limits
Slash may establish the minimum and/or maximum amount of each Advance or limit the frequency of Advance requests or the aggregate amount of Advances Company may request. The foregoing are referred to collectively as the “Limits.” Slash reserves the right to change any of the Limits in its sole discretion, to the extent permitted by applicable law, at any time and without prior notice to Company. A request for an Advance that would cause any of the Limits to be violated may be denied.
Purpose; Use of Advance
Company represents and warrants that its participation in the Program and request for each Advance are solely for business purposes and not for any personal, family, or household purposes. Company covenants that the proceeds of each Advance will be spent from the Slash Account and applied by Company solely for business purposes.
Interest; Fees
Subject to these Program Terms, Advances are made without interest or fees.
Repayment Method
Repayment of each Advance is due on the earlier of the date the relevant External Inbound Transfer is processed and available in Company’s Slash Account, or three business days after the Advance is disbursed (the “Due Date”). Company promises to pay to Slash the aggregate unpaid amount of Advances and any other amounts due under these Program Terms when they are due. All repayments of Advances and all other amounts due under these Programs will be made free and clear of and without deduction, recoupment, counterclaim, or setoff, or withholding for any present or future taxes, except as required by applicable law.
Company hereby authorizes Slash to initiate electronic debit or credit entries through the Automated Clearing House (“ACH”) system to the Slash Account or the Designated Account, in Slash’s sole discretion, to the extent permitted by applicable law, in the amount of each Advance on the Due Date, as well as any applicable fees or charges owing under these Program Terms. Company will give Slash at least five (5) business days’ prior notice if it intends to change the Designated Account or add an additional Designated Account and will at that time execute an ACH authorization as required by Slash. Company agrees that Slash may debit the aggregate repayments of all Advances then due on each Due Date as a single debit entry or as separate debit entries reflecting the respective amount of each Advance, as applicable.
Depending on the balance Company maintains in the Slash Account or Designated Account(s), these debit transactions might affect up to all funds held in such accounts or accessible through any overdraft or similar features offered by Company’s financial institution. If a debit transaction is rejected for any reason, Slash may attempt to debit the Slash Account or Designated Account(s) again until the transaction is completed. Slash is not responsible for any fees charged by Company’s financial institution in connection with transactions contemplated by these Program Terms, including fees related to debit transactions, overdrafts, other payments, or returned payments. Company may not revoke or cancel this payment authorization until all amounts Company owes Slash under these Program Terms have been paid in full.
Upon Company’s request, Slash may permit Company, in its sole discretion, to make any payment due under these Program Terms by one-time ACH transfer or wire transfer. Company is solely responsible for any fees or costs incurred by Company or Slash in connection with such transfers.
Prepayment
Any Advance may be prepaid in full at any time before the Due Date. Company will have no right to make a prepayment with respect to an Advance if the funds used to make such prepayment come from Slash, a related entity, affiliate, assignee, or any funding company in the form of a business loan or a purchase and sale of existing or future accounts or receipts.
Application of Payments
All payments (other than prepayments) and other credits will be applied, to the extent permitted by applicable law, (i) first, to due and unpaid reimbursable fees, costs and expenses payable by Company to Slash under these Program, and (ii) second, to the outstanding amounts of Advances in the manner Slash chooses in its sole discretion; provided, however, that at any time that an Event of Default has occurred and is continuing, all payments and other credits will be applied in accordance with Section 7(b). Prepayments will be applied to Advances in the order that Company chooses at the time of such prepayment.
Account Statements
Company may view the transactions under the Program in the monthly account statements provided by Slash. Company will monitor its account activities on the Platform and will notify Slash promptly if Company discovers any unauthorized transaction.
3. Representations, Warranties and Covenants of the Company
Company hereby represents, warrants and covenants to Slash during the time it is enrolled in the Program:
Organization, Good Standing and Qualification
Company is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect on its business or properties. All information Company provides on the Platform is true, complete and up to date. Company’s legal name is its name provided on the Platform. Company’s principal place of business is the address provided on the Platform, and Company keeps its records concerning accounts, contract rights and other property at that location. Company will notify Slash in writing prior to changing its legal name or form or jurisdiction of organization.
Authorization
All corporate action on the part of Company, its officers, directors and stockholders necessary for the participation in the Program, and the performance of all obligations of Company under these Program Terms has been taken.These Program Terms will constitute valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Governmental Consents and Filings
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority that has not been completed or obtained by Company is required on the part of Company in connection with the consummation of the transactions contemplated by these Program Terms.The agreement to and performance of these Program Terms, and the request for and use of the proceeds of any Advance, will not violate any requirement of law applicable to Company or any of its subsidiaries, or any governing document of Company or any of its subsidiaries, or violate or create any defaults under any contractual obligation of Company or any of its subsidiaries.
Litigation
There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to Company’s knowledge, currently threatened against Company that questions the validity of the transactions contemplated by these Program Terms or the right of Company to enter into or to consummate them.
Compliance with Other Instruments; No Event of Default
Company is not in violation or default of any provisions of its certificate of incorporation or bylaws or any equivalent document, or of any instrument, judgment, order, writ, or decree, or under any note, indenture, mortgage, lease, agreement, contract or purchase order to which it is a party or by which it is bound or, to its knowledge,of any provision of federal or state statute, rule or regulation applicable to Company, the violation of which would have a Material Adverse Effect on its business or properties. Company’s agreement to and performance of these Program Terms and the consummation of the transactions contemplated in these Program Terms will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any Lien, charge or encumbrance upon any assets of Company.No Event of Default (as defined below) will have occurred and be continuing on the date hereof or immediately after giving effect to these Program Terms.
Financial Condition
Company (a) has not consented to or instituted any proceeding under any Debtor Relief Law within the past seven (7) years, (b) has not consulted with an attorney in Debtor Relief Law within the past six (6) months, and (c) is solvent and capable of fulfilling its obligations under these Program Terms and has not been having any difficulty paying amounts due to others in full and when due.
External Inbound Transfer
Each External Inbound Transfer for which Company has requested an Advance derives from lawful sources or has resulted from a legitimate and lawful customer transaction in the ordinary course of Company’s business, and the amount transferred by the External Inbound Transfer Source is free and clear from any Lien. Company will notify Slash promptly in the case it experiences any unresolved issue with an External Inbound Transfer Source (including any account suspension, disruption, or termination) or filed any complaint or dispute with any External Inbound Transfer Source that could affect any External Inbound Transfer.
4. Action to Collect
If action is instituted to collect on any payment due to Slash under these Program Terms, Company promises to pay all of Slash’s costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.
5. Events of Default
Any of the following will constitute a default of these Program Terms (each, an “Event of Default”):
Failure of Company to pay when due any Advance or any other payment or obligation due under these Program Terms within five (5) days of such amount becoming due;
Company, any parent of Company, or any subsidiary of Company institutes or consents to the institution of any proceeding under the Bankruptcy Code of the United States or any liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, receivership, insolvency, reorganization or similar law (each, a “Debtor Relief Law”); or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding is commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment continues undischarged, undismissed or unstayed for sixty (60) days or an order or decree approving or ordering any of the foregoing is entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) days, or an order for relief is entered in any such proceeding;
Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Company under these Program Terms, or in any document delivered in connection with the Program, will be incorrect or misleading in any material respect when made or deemed made;
Any material provision of these Program Terms or any document delivered in connection with the Program ceases to be in full force and effect, or Company contests in any manner the validity and enforceability of any provision of these Program Terms;
There is entered against Company or any subsidiary of Company any one or more non-monetary judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (i) enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect;
Company fails to perform or observe any term, covenant or agreement in these Program Terms or any document delivered in connection with the Program;
(g)(i) Any event or condition occurs that (A) results in any indebtedness for borrowed money of Company or any subsidiary of Company becoming due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the lender or lenders of any such indebtedness or any trustee or agent on its or their behalf to cause any such indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (ii) Company or any subsidiary of Company failed to pay the principal of any such indebtedness at the stated final maturity thereof; or
(h)the occurrence of any Change of Control.
6. Remedies
Upon the occurrence of any Event of Default, at the option of Slash, Slash may exercise any one or more of the remedies available at law or equity, including, without limitation, suspending or terminating Company’s access to the Program or these Program Terms, restricting Company’s activities on the Platform, and declaring the total of unpaid Advances and any other amounts owed to Slash under these Program Terms to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company. Notwithstanding the foregoing, the entire unpaid amount of Advances made, together with any other amounts due under these Program Terms, will become immediately due and payable upon the occurrence of any Event of Default under Section 5(b), without any further act of Slash.
All of Slash’s rights and remedies, whether established under these Program Terms or by any other agreements, instruments or documents or by law or equity will be cumulative and may be exercised singly or concurrently.
Slash’s acceptance of partial or delinquent payment from Company under these Program Terms, or Slash’s failure to exercise any right, will not constitute a waiver of any obligation of Company or any right of Slash, and will not affect in any way the right to require full performance at any time after Slash’s acceptance of such partial or delinquent payment.
7. Covenants
Affirmative Covenants
So long as Company is enrolled in the Program, Company will:
(i)deliver to Slash notice of any condition or event that constitutes a breach or default or Event of Default or any condition or event that causes a Material Adverse Effect, promptly, after any officer of Company obtaining knowledge of such condition or event, and in any event within three (3) business days of the occurrence of such condition or event;
permit Slash to conduct site inspections of Company’s premises and business at any reasonable time with or without notice to Company, to photograph the interior and exterior of any such premises, including any signage, and to photograph any individual who consented to these Program Terms on behalf of Company (each, a “Signatory”) unless the Signatory previously has notified Slash that he or she does not authorize Slash to photograph the Signatory;
grant Slash read-only access to the Company’s enterprise resource planning software (including visibility of customer orders and External Inbound Transfers) and to the Slash Account in a manner acceptable to Slash;
maintain access to, and an account in good standing for, the enterprise resource planning software (including visibility of customer orders and External Inbound Transfers); and
keep the Slash Account open and in good standing, and cause External Inbound Transfer Sources to deposit all amounts of External Inbound Transfers in the Slash Account.
Negative Covenants
So long as Company is enrolled in the Program, Company will not, and will not permit any of its subsidiaries to, without the advance express written consent of Slash:
conduct its business under any name, or through any entity, other than the entity enrolled on the Platform and in the Program, change its business location(s), or close its business for renovations;
fail to operate its business in compliance with all applicable statutes, rules, ordinances, regulations, final court decisions or other laws governing the business of Company and fails to obtain or maintain the permits, licenses, and approvals that are necessary to conduct Company’s business;
change its enterprise resource planning software (including visibility of customer orders and External Inbound Transfers);
modify its organizational or formation documents in any way; or
fail to pay all applicable local, state and federal taxes and fees.
8. Conditions Precedent
Each request for Advance under the Program is subject to the following conditions precedent:
All of the representations and warranties of Company are true and correct in all material respects as of the date of the request;
No default or Event of Default exists or will result from any outstanding Advances or the requested Advance; and
Company’s business or financial strength has not degraded or eroded, as determined by Slash in its sole discretion.
Notwithstanding the foregoing or any Limits or other provision in these Program Terms, Slash is not obligated to fund any request for an Advance and will not be liable to Company for the denial of any request for Advance.
9. Miscellaneous
Further Assurances
Company agrees, from time to time, upon Slash’s request, to perform such further acts and to make, execute, acknowledge, and deliver to Slash such further and additional instruments, documents, and agreements, and to take such further action as may be required to carry out the intent and purpose of these Program Terms.
Amendment
Slash may modify these Program Terms from time to time. Slash will provide Company with reasonable prior notice before the amendments are binding on Company; provided, however, the amended Program Terms may take effect immediately in certain circumstances, including where required to comply with applicable law, regulation or rules or to avoid or mitigate any material risk, loss or damage to Slash, Program or Program users. If Company chooses not to accept any such amendment, Company must notify Slash to terminate its participation in the Program pursuant to Section 2(a). Company’s continued use of the Program after any modification takes effect will be deemed Company’s consent to such amended Program Terms.
Severability
In the event that any provision of these Program Terms is determined to be unlawful, void or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Program Terms. Such determination will not affect the validity and enforceability of any other remaining provisions.
Assignment
Company may not assign any of its rights under these Program Terms, and any such attempt will be null and void. Slash and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Program Terms if some or all of Slash’s business is transferred to another entity by way of merger, sale of its assets or otherwise.
Limitation of Liabilities
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL SLASH OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THESE PROGRAM TERMS, TOS, PRIVACY POLICY, THE SERVICES, THE PROGRAM, OR COMPANY’S OR A THIRD-PARTY’S USE OR ATTEMPTED USE OF THE PROGRAM OR ANY SERVICE, REGARDLESS OF WHETHER SLASH HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S SOLE REMEDY AND SLASH’S LIABILITY UNDER THIS PROGRAM UNDER ANY THEORY WILL BE LIMITED TO USD $5,000.00. THIS LIMITATION OF LIABILITY WILL APPLY FOR ALL CLAIMS, REGARDLESS OF WHETHER SLASH WAS AWARE OF OR ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES OR SUCH CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO COMPANY AND COMPANY MAY HAVE ADDITIONAL RIGHTS.
Indemnification
To the fullest extent permitted by law, Company agrees to indemnify, defend, and hold harmless Slash, its parent, subsidiaries, predecessors, successors and affiliates, and their respective partners, officers, directors, agents, representatives, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, from and against any and all claims, actions, losses, liabilities, damages, expenses, demands and costs of any kind, including, but not limited to, reasonable attorneys’ fees, arising out of, resulting from, or in any way connected with or related to (1) Company’s breach of these Program Terms, the TOS, the documents they incorporate by reference; (2) Company’s breach of any representations or warranties in these Program Terms or the TOS; or (3) Company’s violation of any law or the rights of a third-party.
Governing Law
Except for thearbitration provision set forth in Section 9(i), which will be governed by the Federal Arbitration Act (“FAA”) and not by state law, these Program Terms will be governed by and construed in accordance with the laws of the State of Delaware without regard to internal principles of conflict of laws.
Entire Agreement
These Program Terms constitute the entire agreement and understanding between Company and Slash relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written between them relating to the subject matter in these Program Terms.
Arbitration
Unless prohibited by federal law, Slash and Company agree that any party may require the other party to arbitrate any and all claims and disputes relating in any way to the TOS, the Services, these Program Terms or the parties’ dealings with one another (“Claims”), except for Claims concerning the validity, scope or enforceability of this Arbitration Agreement, through BINDING INDIVIDUAL ARBITRATION. This Arbitration Agreement involves interstate commerce and will be governed by FAA and not by state law.
In any Claim or dispute to be resolved by arbitration, neither Slash nor Company will be able to have a court or jury trial or participate in a class action or class arbitration. Other rights that Slash or Company would have in court will not be available or will be more limited in arbitration, including the right to appeal. Slash and Company each understand and agree that by requiring each other to resolve all disputes through individual arbitration, THE PARTIES ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. The arbitrator(s) may not consolidate the Claims of multiple parties without the parties’ express written consent.
Arbitrations will be administered by the American Arbitration Association (“AAA”) pursuant to the applicable AAA rules in effect at the time the arbitration is initiated. If AAA is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator the parties agree upon in writing, or selected by a court pursuant to the FAA. The arbitrator’s decision will be final and binding. Slash and Company agree that this Arbitration Agreement extends to any other parties involved in any Claims.
Slash and Company may exercise any lawful rights to seek provisional remedies or self-help, without waiving the right to arbitrate by doing so. Notwithstanding any other provision of these Program Terms, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire Arbitration Agreement will be void. If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in the Arbitration Agreement prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims will be arbitrated. In such a case, the court will stay the Claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated. If any other portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Arbitration Agreement. This Arbitration Agreement will survive the termination of these Program Terms, Company’s fulfillment or default of their obligations under these Program Terms, and/or Slash’s or Company’s bankruptcy or insolvency (to the extent permitted by applicable law).
COMPANY HAS THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT; SUCH RIGHT MUST BE EXERCISED PROMPTLY. If Company does not wish to be bound by this Arbitration Agreement, it must notify Slash in writing within thirty (30) days after the date it signs up for the Program. The request must be sent to the following address by registered mail: Slash Financial, Inc., 703 Market Street, San Francisco, CA 94103, Attention: Legal Department. The request must include Company’s full name, address, account number, and the statement “The Company, [Company’s full legal name], hereby rejects the Slash Arbitration Agreement.” If Company exercises the right to reject arbitration, the other provisions of these Program Terms will remain in full force and effect as if Company had not rejected arbitration.