Consumer Terms

Last Updated: October 25, 2023

These Consumer Terms (“Terms”) are the legal agreement between Argyle Systems Inc. (“Argyle,” “we,” “us,” or “our”) and the individual user (“Consumer,” “you,” and “your”) of the consumer-facing tools and functionalities of Argyle’s multi-sided payroll connectivity and data portability platform (“Platform”) which, through the Platform’s consumer-facing user interfaces allows you to create and manage connections between your payroll or other work-related accounts and organizations that you have a separate relationship with, including your bank, insurance provider, mortgage lender, property lessor, gig-work assistance provider, or prospective employer.

These Terms set forth the terms and conditions that apply to your use of the Platform. YOU MAY NOT ACCESS OR USE THE PLATFORM UNLESS YOU AGREE TO COMPLY WITH ALL OF THESE TERMS. BY ACCESSING OR USING THE PLATFORM THROUGH ITS CONSUMER-FACING INTERFACES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. Please review our Privacy Notice for a description of how we collect, use, share, and otherwise process personal information.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 11, you agree that disputes arising under these Terms will be resolved by binding and individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND ARGYLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY. Please see Section 11. IF YOU ARE LOCATED IN THE UNITED KINGDOM, THE EUROPEAN UNION, OR THE PROVINCE OF QUEBEC, SECTION 11 (DISPUTE RESOLUTION AND ARBITRATION) DOES NOT APPLY TO YOU.

You should also pay particular attention to Section 5.2 (Argyle’s Relationships with Partners) and Section 10 (No Warranties by Argyle; Limitation of Liability) as they exclude or limit our legal liability in connection with your use of the Platform. Specific terms may or may not be applicable to you based on your location. Please see Section 13 (Region Specific Terms) for more information.

1. Platform

1.1.     The Platform is a payroll connectivity and data portability solution that you can use to:

a.   connect to third-party employment-related platforms with which you have a separate relationship (e.g., your account with your payroll provider or gig-service provider) (each a “Data Location”) using your credentials for that Data Location (e.g., your username, password, and multi-factor authentication token) (“Credentials”);

b.   retrieve your Employment Data (defined in the Privacy Notice) accessible under your Credentials from that Data Location and process and deliver that Employment Data through the Platform to third parties (or those third parties’ customers) with which you have a separate relationship, such as your bank, insurance provider, mortgage lender, property lessor, gig-work assistance provider, or prospective employer, (each a “Partner”) and who have enabled your access to Argyle Link (defined below), or, if you are using Argyle Verify (defined below), to recipients of your choice;

c.   perform, or authorize a Partner to perform, certain other operations with respect to your Employment Data and the applicable Data Location that you select, instruct, initiate, or otherwise authorize via Argyle Link (e.g., deposit switches, deduction updates, etc.); and

d.   through Argyle Link or Argyle Passport (defined below), view and manage the connections you created;

each in accordance with these Terms and our Privacy Notice.

1.2. You have accessed the Platform:

a.   through the Platform’s consumer-facing user interface known as “Argyle Link” (“Argyle Link):

(i) in connection with your separate relationship with a Partner, either through:

(1) a mobile or web-based application (e.g., a mobile banking application) provided by or on behalf of a Partner (each a “Partner Application”);

(2) an individualized URL (i.e., unique to you) or Partner URL (i.e., unique to the applicable Partner) delivered to you in connection with your separate relationship with a Partner (e.g., via email or SMS) enabling you to access Argyle Link via a web browser (each an “Access URL”);

(ii) of our self-service offering known as “Argyle Verify” (“Argyle Verify”); or

b.   through the Platform’s consumer user interface known as “Argyle Passport” (“Argyle Passport”), which, in addition to the connection management functionalities of Argyle Link, you can use to view and manage connections you created using Argyle Link.   

For clarity, the Platform is designed to enable you to perform using automation (i.e., automatically using software) only tasks you would be able to complete manually under your Credentials. The Platform does not give you any ability to access, retrieve, or deliver any information that you would not be able to access manually in the Data Location under your Credentials, or otherwise take any action with respect to Employment Data or a Data Location that you would not be able to take manually under your Credentials.

1.3.    Before accessing the Platform, you generally will have either:

a.   instructed the Partner Application to direct you to Argyle Link (e.g., by clicking “continue” or “connect payroll accounts” in the Partner Application);

b.   initiated a process with a Partner (like a loan or employment application) that results in the delivery of an Access URL to you via text or email;

c.   been directed to Link when using Argyle Verify; or

d.   navigated your web-browser to Argyle Passport.

You may need to create a profile with Agyle in order to use certain features of the Platform, including certain features of Argle Passport. You also need to ensure that your information is accurate, complete and up-to-date. You must notify us if you learn of any unauthorized access to or use of your profile or Argyle Passport.

1.4.    You may use the Platform for personal use only. You agree that you will (a) comply with all applicable laws in your use of the Platform; (b) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity (including through the use of any Credentials that are not yours); (c) not interfere with, or attempt to interrupt the proper operation of, the Platform, including (through the use of any virus, device, information collection or transmission mechanism, software or routine that is designed or presents a substantial likelihood of (i) damaging the Platform or any information available in connection with the Platform or (ii) gaining access to information that you do not have the right to access; (d) not access or attempt to access any data, files, or passwords related to Platform through hacking, password or data mining, or any other means; (e) not decompile, reverse engineer, or disassemble any software or other products or processes accessible through Platform; and (f) not access or use the Platform to collect any market research for a competing business, or use the Platform to send any commercial electronic messages or spam. For clarity, Section 1.4(c) is not intended to limit your use of the Platform using helpers, representatives, or others that you have expressly authorized to exercise your rights or perform your obligations on your behalf so long as their use on your behalf otherwise complies with these Terms.

2. Creating Connections

2.1.     Argyle Link prompts you to select a Data Location and enter your Credentials to that Data Location. After you have selected a Data Location and entered your Credentials to that Data Location, Argyle Link requests your express consent (e.g., by you selecting “Connect” or “Reconnect”) for and you hereby expressly authorize and instruct the Platform on your behalf to: 

a.   use your Credentials to log in, connect to, and electronically retrieve your Employment Data from the Data Location;

b.   process that Employment Data through the Platform;

c.   deliver Employment Data to:

(i)   the Partner whose process resulted in your receipt of access to Argyle Link and to third parties to which you have consented, whether via the Partner Application or a separate consent; or

(ii)  those recipients as you may instruct through Argyle Verify;

d.   perform, or authorize the applicable Partner to perform, operations with respect to your Employment Data and the Data Location as you may select, instruct, initiate, or otherwise authorize via Argyle Link, including making deposit switches or deduction updates; and

e.   otherwise use and share Employment Data as described in these Terms and our Privacy Notice.

Each relationship you establish between a Data Location and a Partner or Argyle Verify via the Platform as described in this Section 2.1 is a “Connection.”

2.2.    The Platform: (a), to the extent technically feasible, retrieves, processes, and delivers updated Employment Data from Data Locations on a periodic basis for the duration of the applicable Connection until (i) you withdraw your consent by removing the Connection or (ii) until the Connection is otherwise removed, each as described in Section 3 (Removing Connections); and (b) may standardize, categorize, merge, aggregate, and otherwise process your Employment Data, including before delivering it to the applicable Partner, Argyle Verify recipient, or other third parties. Partners do not receive access to Credentials. Please see Section 1 of our Privacy Notice for more detail.

3. Removing Connections

3.1.     You can remove Connections between a Data Location and a Partner through Argyle Link accessible to you through the Partner Application or Access URL, or through Argyle Passport. If you wish to remove a Connection (e.g., if you have lost access to the device or Partner Application or Access URL you used to create the Connection), you may also email us at [email protected] and we will remove the Connection for you, though we may need additional information or other assistance from you to adequately identify you and the Connection(s) that you would like removed. Argyle Verify is designed to remove Connections to it automatically on a periodic basis (generally within one or two business days of the creation of the Connection).

3.2.    Partners can remove Connections to them (e.g., if they no longer wish to receive the resulting Employment Data) using the Partner-facing features and functionalities of the Platform. We remove Connections if a Partner requests that we do so (e.g., the Partner notifies us that your relationship with that Partner with respect to a Connection has ended). We also remove Connections to a Partner if our separate relationship with that Partner ends.

3.3.    Once a Connection is removed, the Platform is designed to (a) cease retrieving and delivering Employment Data from the applicable Data Location to the applicable Partner or Argyle Verify, and (b) automatically delete (i) the Credentials you provided to create that Connection and (ii) the Employment Data delivered via that Connection (to the extent resident in the Platform), each as described more fully in our Privacy Notice. Removing a Connection does not remove or otherwise affect other Connections, and Argyle retains Credentials and Employment Data (to the extent resident in the Platform) for Connections that remain (if any) in accordance with our Privacy Notice. Removing a Connection does not automatically delete Employment Data stored by a Partner (e.g., in the Partner’s information technology systems). Your right to require a Partner to delete Employment Data (if any) and other rights with respect to the Partner’s processing of your Employment Data are under your separate relationship with that Partner. See Section 5.1 (Your Relationships with Partners) and Section 5.2 (Argyle’s Relationship with Partners) for more detail.

4. Grant of Authority

4.1.     The Platform is designed to be a solution through which you are able to exercise your rights in connection with your Employment Data, as well as your general rights as a consumer recognized under various national, federal, and state laws, including, as applicable (a) Sections 1798.100 and 1798.185 of the California Consumer Privacy Act, as implemented by California Consumer Privacy Act Regulations Chapter 20, Section 999.300 et seq., (b) the Utah Consumer Privacy Act, (c) Section 1033 of the Dodd-Frank Act, (d) Article 20 of the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR“), and (e) Article 20 of the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (together with the EU GDPR, the “GDPR“). For you to protect and exercise those rights, it may be necessary or useful for Argyle to act as your authorized agent to access and retrieve your Employment Data available under your Credentials from the applicable Data Location(s) and deliver it on your behalf and take such other actions on your behalf as contemplated in these Terms.

4.2.    ACCORDINGLY, YOU AUTHORIZE AND INSTRUCT ARGYLE AND THE PLATFORM TO ACCESS YOUR ACCOUNTS WITH DATA LOCATIONS ON YOUR BEHALF AS NECESSARY OR USEFUL TO OBTAIN YOUR EMPLOYMENT DATA FROM THOSE DATA LOCATIONS IN A READILY USEABLE FORMAT ON AN AUTOMATED BASIS AS CONTEMPLATED IN THESE TERMS, INCLUDING INTERACTING WITH THE FEATURES, FUNCTIONALITIES, AND STRUCTURES OF THE DATA LOCATIONS TO FACILITATE THE EFFICIENT AND ORDERLY ACCESS TO AND RETRIEVAL OF YOU EMPLOYMENT DATA UNDER YOUR CREDENTIALS BY AUTOMATED MEANS THROUGH THE PLATFORM, AND PERFORM SUCH OTHER OPERATIONS WITH RESPECT TO EMPLOYMENT DATA AND DATA LOCATIONS AS YOU MAY HAVE INSTRUCTED, INITIATED, OR OTHERWISE AUTHORIZED VIA ARGYLE LINK BY AUTOMATED MEANS. TO THE EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING ANY FORMALITY REQUIREMENTS APPLICABLE TO THE GRANTING OF POWERS OF ATTORNEY), YOU HEREBY GRANT ARGYLE A LIMITED POWER OF ATTORNEY TO ACT AS YOUR TRUE AND LAWFUL AGENT AND ATTORNEY IN-FACT TO DO THE FOREGOING ON YOUR BEHALF, WITH THE FULL POWER AND AUTHORITY AS YOUR AGENT TO DO ANYTHING NECESSARY OR USEFUL IN CONNECTION WITH THE PRECEDING ACTIVITIES THAT YOU COULD LAWFULLY DO DIRECTLY. IN ADDITION, YOU HEREBY AUTHORIZE AND INSTRUCT DATA LOCATIONS TO TRANSMIT YOUR EMPLOYMENT DATA TO THE PLATFORM (AND PERMIT THE PLATFORM TO RETRIEVE THE EMPLOYMENT DATA FROM THE DATA LOCATION) WITHOUT HINDRANCE BY AUTOMATED MEANS.

4.3.    You agree that Partners and Data Locations may, to the extent permitted by applicable law, rely on the grant of agency and limited power of attorney under this Section 4 and the providers of Data Locations are authorized and instructed to provide Argyle with access to the Data Location to facilitate the efficient and orderly delivery of your Employment Data to the applicable Partner or other recipients as authorized by these Terms and our Privacy Notice, and to provide information Argyle may need or request in connection with the Platform. This grant of agency and limited power of attorney will remain in effect as long as reasonably necessary for Argyle to provide the Platform, unless earlier revoked by you in writing by notice to us at [email protected], though we may need additional information or other assistance from you to adequately identify you to enable us to comply with your revocation. YOU ACKNOWLEDGE AND AGREE THAT ARGYLE IS NOT A FIDUCIARY EXCEPT AS YOUR LIMITED AGENT UNDER THIS SECTION 4

5. Relationships with Partners and Data Locations

5.1.    Your Relationships with Partners.

a.   Your relationship with a Partner, including with respect to the products or services provided by the Partner and any related agreements between you and the Partner, is separate from your relationship with Argyle under these Terms and our Privacy Notice. Each Partner’s use of Employment Data that you deliver to it using the Platform is subject to your separate agreement with that Partner (e.g., terms of use governing your right to access the Partner Application), that Partner’s own privacy notice, and/or the applicable laws otherwise governing your relationship with that Partner. We encourage you to carefully review your agreement with that Partner, that Partner’s privacy notice, and/or that Partner’s other disclosures with respect to its collection and use of your Employment Data as may be required by those applicable laws, before using the Platform to make any Connection between a Data Location and that Partner.

b.   We do not charge you for your use of the Platform. Partners, however, may charge you for products and services provided to you, including those that make use of Employment Data you deliver via the Platform under these Terms. In addition, Partners may pay us fees and other amounts in connection with the services we provide you under these Terms or separately provide them.

5.2.    Argyle’s Relationships with Partners.

a.   Argyle’s agreements with Partners for their access and use of the Partner-facing features and functionalities of the Platform (including those used to take delivery of Employment Data via the Platform) require that the Partner use Employment Data delivered via the Platform in connection with that Partner’s provision to you of products or services, for the purposes for which you disclosed it to the Partner, in accordance that Partner’s separate agreement with you (if any), its privacy notice, and the applicable laws otherwise governing your relationship with that Partner. Argyle’s agreement with each Partner further requires the Partner to employ at least commercially reasonable safeguards to secure Employment Data against unauthorized use or disclosure. For illustrative purposes only, please see Section 2.2b. of Argyle’s standard Customer Terms and Section 4 of Argyle’s standard Data Protection Addendum for examples of Argyle’s requirements referred to in this Section 5.2.a.  EXCEPT FOR THE CONTRACTUAL REQUIREMENTS DESCRIBED IN THIS SECTION, ARGYLE DOES NOT CONTROL, SUPERVISE, OR MANAGE PARTNERS’ PROCESSING OF EMPLOYMENT DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARGYLE HAS NO RESPONSIBILITY OR LIABILITY ARISING FROM OR RELATED TO SUCH PROCESSING OR OTHER ACTS OR OMISSIONS BY PARTNERS, AND YOU ARE NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN ARGYLE AND ANY PARTNER.

b.   ARGYLE’S INTEGRATIONS BETWEEN THE PLATFORM, PARTNERS, AND DATA LOCATIONS, ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND NOT AS AN ENDORSEMENT BY US OF THOSE PARTNERS OR DATA LOCATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY PARTNER APPLICATIONS, DATA LOCATIONS, OR OTHER THIRD-PARTY SITES, OR FOR ANY ACTS OR OMISSIONS OF ANY PARTNER, DATA LOCATION, OR OTHER THIRD-PARTY, AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OR ACCURACY OF MATERIALS AVAILABLE VIA PARTNER APPLICATIONS, DATA LOCATIONS, OTHER THIRD-PARTY SITES, OR OTHERWISE FOR THE PRODUCTS OR SERVICES PROVIDED BY ANY PARTNER, DATA LOCATION, OR ANY OTHER THIRD PARTY.

5.3.    No Relationships between Argyle and Data Locations. Although the Platform is designed to interoperate with Data Locations, Argyle has no relationship with Data Locations or otherwise with the third party whose relationship with you results in your Employment Data (e.g., your employer or payroll provider, or gig-service provider).

6. Responsibility for the Accuracy of Employment Data

6.1.     Because Argyle has no relationship with Data Locations or otherwise with your employers or gig-service providers, Argyle has no right or ability to require any third party (including your employer or gig-service provider) to verify whether the Employment Data available in a Data Location is accurate, complete, or up to date. For example, we do not have the ability to check (or make your employer check) whether your employer paid you correctly, or whether the pay stubs issued to you and that you retrieve from the Data Location using the Platform accurately reflect your income, pay rate, or hours worked.

6.2.    Accordingly, we rely on you and Partners to ensure that your Employment Data as available in the applicable Data Location is accurate, complete, and up to date. If you are concerned that Employment Data you deliver using the Platform is not accurate, complete, or up to date, we encourage you to verify that data both by (a) accessing it directly with the underlying Data Location, (b) by using Argyle Verify, and/or (c) requesting a copy of that data from the Partner you delivered it to and, if you identify an issue, work with the Data Location or Partner, as applicable, to correct the underlying record or otherwise address your concern.

6.3.    Accurately retrieving, processing, and delivering your Employment Data from Data Locations is the cornerstone of the services we provide to you and Partners. Although the Platform may standardize, categorize, merge, aggregate, and otherwise process your Employment Data before delivering it as described in these Terms, the Platform is not designed to alter the substance of the Employment Data. If you believe there is a discrepancy in the Employment Data as it is accessible to you directly in the Data Location as compared with Argyle Verify or as otherwise delivered to a Partner, please contact us immediately at [email protected], and we will work to investigate, identify, and, if applicable, promptly correct the issue.

7. Your Warranties

7.1.     By using the Platform or providing us with your Credentials for a Data Location, you warrant that such information is accurate, complete, and owned by you, and that by using the Platform and entering into and complying with these Terms you are not violating any agreements you may have with any third party.

8. Intellectual Property

8.1.     Employment Data. You are and shall remain the owner of Employment Data. You understand that Argyle accesses and uses Employment Data provide you with the Platform as set forth in these Terms and our Privacy Notice, including delivering that Employment Data to Partners as you instruct via Argyle Link.

8.2.    Platform; Argyle Trademarks. The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Argyle and our licensors exclusively own all right, title, and interest in and to the Platform, including all associated intellectual property rights. The trademarks, service marks, and logos of Argyle (the “Argyle Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Argyle. All goodwill generated from the use of Argyle Trademarks inures to our benefit. Elements of the Platform are protected by trade dress, trademark, unfair competition, and other laws, and may not be copied or imitated in whole or in part, by any means, including, the use of framing or mirrors (except to the extent such actions cannot be limited in the jurisdiction in which you live). We reserve all rights in the Platform not expressly granted to you in these Terms.

8.3.    Third-Party Trademarks. Other company, product, and service names located on Argyle’s Platform may be trademarks or service marks owned by others, including, without limitation, Partners and Data Locations (the “Third-Party Trademarks”). No affiliation, sponsorship or endorsement by any Data Location or any Partner is implied by the identification of any Third-Party Trademarks. Please see our Third-Party Logo Disclaimer for more information.

8.4.    Feedback. We respect and appreciate thoughts and comments from our users  If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Platform (“Feedback”), then you hereby grant Argyle an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

9. Indemnification

9.1.     To the fullest extent permitted by applicable law, you are responsible for your use of the Platform, and you will defend and indemnify Argyle, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Argyle Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. No Warranties by Argyle; Limitation of Liability

10.1. YOU ACKNOWLEDGE THAT THE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (1) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM WILL OPERATE ERROR-FREE OR THAT THE PLATFORM IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES; AND (2) WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, TO PARTNERS, TO DATA LOCATIONS, OR TO ANY THIRD PARTY THAT EMPLOYMENT DATA IS ACCURATE, COMPLETE, UP-TO-DATE, OR OTHERWISE RELIABLE. WE DO NOT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE HAVE NO RESPONSIBILITY OR OBLIGATION TO, VERIFY OR REVIEW EMPLOYMENT DATA. USE OF EMPLOYMENT DATA BY YOU OR BY ANY PARTNER, DATA LOCATION, OR ANY OTHER THIRD PARTY IS SOLELY AT YOUR OWN, OR SUCH PARTY’S OWN, RISK.

10.2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ARGYLE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ARGYLE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

10.3. EXCEPT AS PROVIDED IN SECTIONS 11.5 (Commencing Arbitration) AND 11.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ARGYLE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO ARGYLE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

10.4. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Argyle does not disclaim any warranty or other right that Argyle is prohibited from disclaiming under applicable law, such as the mandatory warranties in the Province of Quebec, Canada. TO THE EXTENT ANY OF THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS CONFLICT WITH APPLICABLE LAW, THE SCOPE AND DURATION OF THE WARRANTIES APPLICABLE TO THE PLATFORM WILL BE THE MINIMUM PERMITTED UNDER THAT LAW. SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY AND THE UK AND COUNTRIES WITHIN THE EU DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU, INCLUDING UNDER APPLICABLE CONSUMER LAWS.

10.5. To the fullest extent permitted by applicable law: (a) Argyle’s third-party providers, Partners (through multiple tiers), and the Data Locations (through multiple tiers) (together, the “Beneficiaries”) will have no liability or obligations to you or any other party arising out of Argyle’s breach of these Terms (including violation of our Privacy Notice); and (b) subject to the limitations and exclusions of our liability as set out in this Section 10, you agree to bring any claim or proceeding arising from breach of these Terms against Argyle and not against any Beneficiary. Section 4.3 (as to Partners and Data Locations only) and this Section 10.5 are intended for the benefit of the Beneficiaries.

11. Dispute Resolution and Arbitration

11.1.    Generally. Except as described in Section 11.2 (Exceptions) and 11.3 (Opt-Out), you and Argyle agree that every dispute arising in connection with these Terms, the Platform, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ARGYLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.2.    Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

11.3.    Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 11 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Argyle Systems Inc., Attention: Legal Department – Arbitration Opt-Out, 169 Madison Ave. #2136, New York, New York 10016  that specifies: your full legal name, a physical address and phone number included in Employment Data, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Argyle receives your Opt-Out Notice, this Section 11 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 12.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

11.4.    Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Argyle.

11.5.    Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Argyle’s address for Notice is: Argyle Systems Inc., Attn: Legal Department, 169 Madison Ave. #2136, New York, New York 10016. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Argyle may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Argyle will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

11.6.    Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Argyle must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

11.7.    Arbitration Relief. Except as provided in Section 11.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Argyle before an arbitrator was selected, Argyle will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly required to be permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

11.8.    No Class Actions. YOU AND ARGYLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Argyle agree otherwise, 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. 

11.9.    Modifications to this Arbitration Provision. If Argyle makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Argyle’s address for Notice of Arbitration, in which case your account with Argyle will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

11.10.   Enforceability. If Section 11.8 (No Class Actions) or the entirety of this Section 11 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Company receives an Opt-Out Notice from you, then the entirety of this Section 11 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 12.2  (Governing Law) will govern any action arising out of or related to these Terms.

12. Miscellaneous

12.1.     General Terms. These Terms, including the Privacy Notice and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Argyle regarding your use of the Platform. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

12.2.    Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Argyle submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

12.3.    Privacy Policy. Please read the Argyle’s Privacy Notice carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Notice is incorporated by this reference into, and made a part of, these Terms.

12.4.    Communication

a.   Consent to Electronic Communications. By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Notice. Please read our Privacy Notice to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

b.   Text Messaging & Phone Calls. Without limiting Section 12.4.a., you agree that Argyle and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Platform. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. Please see our Messaging Terms and Acceptable Use Policy  IF YOU WISH TO OPT OUT OF CALLS FROM ARGYLE, YOU CAN EMAIL [email protected], AND IF YOU WISH TO OPT OF TEXTS FROM ARGYE, YOU CAN TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Please see Section 2 of our Messaging Policy for more information.

c.   Email. Without limiting Section 12.4.a., we may send you operational emails concerning your use of the Platform. You may opt out of emails by following the unsubscribe instructions in the email itself.

12.5.    Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from the Platform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

12.6.    Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Platform.  If you do not agree to the modified Terms, then you should discontinue your use of the Platform. Except as expressly permitted in this Section 12.6 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

12.7.    Modification of the Platform. Argyle reserves the right to modify or discontinue all or any portion of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Argyle will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.

12.8.    No Support. Except as otherwise expressly set forth in these Terms, we are under no obligation to provide support for the Platform. In instances where we may offer support, the support will be subject to published policies.

12.9.    Contact Information. The Platform is offered by Argyle Systems Inc., a Delaware corporation with an address at 169 Madison Ave. #2136, New York, New York 10016. You may contact us by sending correspondence to that address or by emailing us at [email protected]. You can access a copy of these Terms by clicking here: https://argyle.com/legal.

13. Region-Specific Terms

13.1.     California.

a.   Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.

13.2.    Canada. The following terms apply to individuals who are Canada consumers. If you are a consumer in Canada:

a.   Section 11 (Dispute Resolution and Arbitration) will apply only to the extent permitted by applicable Canadian federal and provincial law; and

b.   Section 12.2 (Governing Law) will not apply to you. Any disputes between us and you (including contractual and non-contractual disputes) will be governed by laws of the Province of Ontario and the laws of Canada applicable therein law, provided that if you are a resident of the Province of Quebec then disputes will be governed by the laws of the Province of Quebec. You and we submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute arising from or related to these Terms, except that if you are a resident of Quebec, you and we submit to the exclusive jurisdiction of the courts of the Province of Quebec.

13.3.    European Union and United Kingdom. The following terms apply to individuals who are UK or EU consumers. If you are a consumer in the EU or UK:

a.   Sections 9 (Indemnity), 11 (Dispute Resolution and Arbitration), and 12.2 (Governing Law) do not apply to you, and any disputes between us and you (including contractual and non-contractual disputes) will be governed by English law. You and we submit to the jurisdiction of the courts of England and Wales, provided that if you are located in a jurisdiction within the EU, you may also bring a claim in the courts of your home country; and

b.   no third party shall have any rights under these Terms, whether under the Contracts (Rights of Third Parties) Act or otherwise, provided that Beneficiaries may rely on Section 10.5 (which, for clarity, is intended for their benefit).

c.   You acknowledge and agree that Argyle, and the infrastructure Argyle uses to provide the Platform, is based in the United States and that by using the Platform you will be providing your Employment Data to Argyle in the United States.