Effective as of June 1, 2020
This is a legal agreement between you (“Company”, “User”, “You” or “Your”) and Sunrise, a Lendio Company (“Sunrise”, “We”, “Our” or “Us”). These terms (the “Agreement”) govern your access and use of the Sunrise services (the “Service” or “Sunrise Service”). You must agree to these terms in order to use the Service.
PLEASE READ THE FOLLOWING CAREFULLY. YOUR USE OF THE SERVICES INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND TO FOLLOW THESE TERMS. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES WILL BE DEEMED AS YOUR ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT.
If you no longer wish to or are unable to follow or accept these terms, your only available remedy is to discontinue use of the Services. Your failure to comply with this Agreement may result in immediate termination of your use of the Services.
1. The Sunrise Service
The Service is provided to assist you with bookkeeping and general accounting tasks you may have as a business. We offer the following plans of the Service:
- Free: the free version of the Service includes an unlimited number of synced bank transactions, the ability to send invoices to your customers via the Service, merchant processing via our trusted partner, WePay, powered by Chase (“WePay”), and the ability to generate various financial reports within the Service.
- Paid: we offer the following paid version of the Service, each of which includes all of the features of the free version in addition to the following:
- Tier One
- A dedicated bookkeeper to reconcile and process up to fifty (50) synced bank transactions per month and to assist you with producing financial reports as included in the Service.
- Customer support via email and/or text.
- The ability to link your Paypal, Square or Stripe accounts to the Service (your use of Paypal, Square or Stripe shall be governed by any agreement you have with such provider and we are not liable for any cost or problem associated with such account).
- By linking your Paypal, Square or Stripe account to the Service, you will be able to view and reconcile synced bank transactions made with these services.
- Tier Two, all the features of the Tier One service, in addition to the following:
- Up to two hundred (200) synced bank transactions per month.
- Customer support available via telephone.
- Tier Three, all the features of the Tier One and Tier Two service, in addition to the following:
- Up to five hundred (500) synced bank transactions per month.
- Customer support response within one business day of request.
- Tier One
We reserve the right to place you in a higher tier and charge you the corresponding monthly fee, without additional notice, as you increase in the number of synced bank transactions per month. For example, if you subscribe to the Tier One service and have 150 synced bank transactions in any given month, we may charge you the Tier Two price of for such month and moving forward.
The above terms of Service may change at our discretion. We will notify you prior to making any changes to the Service. Also, we may cancel the Service at any time.
By signing up for a paid tier of the Service, you authorize us to charge the card you provide on a monthly
basis. You may cancel your subscription of the Services at any time. Simply call us at 801-858-3618 or email our customer support team at [email protected]. We will cancel your account effective at the end of the then-current month upon receiving your notice of cancellation. For example, if you sign up for the Service on May 15 and provide notice to cancel your account on August 1, we will cancel your account effective August 14 and you will be charged the full month through August 14.
2. Account Set Up
The Services are offered to businesses located in and doing business in the United States and Canada. You, and all owners of the business, must be at least 18 years old. We will not provide services to business owners less than 18 years old. You may register as a sole proprietor or as a separate legal entity (i.e., corporation, partnership, limited liability company, etc.). To register, you must provide information about yourself and/or your business. By registering, you represent and warrant that you are registering on your own behalf, or on behalf of a business and you have the legal authority to register and accept this Agreement on such business’ behalf. Your acceptance of this Agreement constitutes acceptance by the business.
During the registration process, we will collect various items of information about you and your business. We may also request additional information after you have registered and as you use the Service. You must provide accurate and complete information. If we are unable to verify the accuracy or completeness of the information you provide, we will terminate your account. You agree to immediately notify us if any of the information you provide needs to be updated or changes in any way. Failure to update your information may result in termination of your account.
To receive the Service, you will need to link your financial accounts to the Service. By doing so, you agree and acknowledge that we will have access to your financial accounts and will use such access to provide the Service. Additionally, we may need you to provide us with your account login information.
You may not, and will make all reasonable efforts to make sure any third parties do not:
- Use the Services as a money services business, money transmitter, payment intermediary, aggregator, or service bureau or resell the Services in any manner.
- Use the Services on behalf of a third party in any manner.
- Abuse the Services in any manner.
- Use the Service in violation of any other agreement you may have, including without limitation, the agreement you have with WePay, Paypal, Square, Stripe, or any of your financial accounts.
- Create a similar product or service through use of or access to the Service.
- Use the Service in violation of any law, regulation, or rule.
- Use the Service to perpetuate or commit a fraud of any kind.
- Use the Service in any way that is not authorized by Sunrise.
We will take every reasonable precaution to protect your account and account information, however, we cannot guarantee the security of any information you disclose. This includes your sharing of account information with any third party, including employees, contractors, vendors, suppliers, etc. of your business. You agree and acknowledge that the security of your data is your responsibility.
5. Intellectual Property Rights
You agree that Sunrise is the sole owner of the Service and shall not make any claim to the Service or any of the intellectual property owned by Sunrise, whether related to the Service or otherwise. You may not use, in any manner, any intellectual property owned by Sunrise. We grant you a limited, non-exclusive, non-transferable license to use the Service solely for the purposes of accessing and using the Service in accordance with this Agreement.
6. Limitation of Liability, Disclaimer of Warranties, and Indemnification
IN NO EVENT WILL SUNRISE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICE. THIS INCLUDES DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS, AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF SUNRISE KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL SUNRISE’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THE SERVICES, EXCEED THE PRICE PAID BY YOU FOR THE SERVICES DURING THE PRECEDING TWELVE MONTHS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUNRISE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUESNTIAL, AND/OR INCIDENTAL ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUNRISE PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SUNRISE DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, FREE OF ERROR, OR WILL MEET YOUR REQUIREMENTS OR NEEDS, OR THAT ANY DEFECT IN THE SERVICE WILL BE CORRECTED. SUNRISE DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES.
Opinions, advice, statements, offers, or other information, content, products, or services made available through Sunrise, but not provided directly by Sunrise, are those of their respective owners, and should not necessarily be relied upon. Such providers are solely responsible for such content. SUNRISE DOES NOT: (i) GURANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED WITHIN THE SERVICE; OR (ii) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT, PRODUCT, OR SERVICE OF ANY PARTY OTHER THAN SUNRISE. UNDER NO CIRCUMSTANCES WILL SUNRISE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON SUCH ITEMS.
You agree to indemnify, defend, and hold harmless Sunrise, its officers, directors, employees, agents, owners, subsidiaries, parent companies, and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of (i) your use of or inability to use the Service; (ii) any user postings made by you; (iii) your violation of this Agreement or any rights of any third party; or (iv) your violation of any applicable law, rule, or regulation. Sunrise reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sunrise in asserting any available defense.
7. General Provisions
You agree that Utah law, without giving effect to its conflicts of law principles, will govern this Agreement, the Service, and your use of the Service and that any dispute arising out of or relating to this Agreement, the Service, or your use of the Service will be subject to the exclusive jurisdiction and venue of the federal and state courts located in Salt Lake County, Utah. You acknowledge and agree that any violation of this Agreement may cause Sunrise irreparable harm, and therefore agree that Sunrise will be entitled to seek extraordinary relief in court, including without limitation, a temporary restraining order, preliminary injunction, or permanent injunction without the necessity of posing a bond or other security, in addition to and without prejudice to any other rights or remedies that Sunrise may have.
Customers who choose to use WePay for payment processing through Sunrise are subject to WePay’s separate Terms of Service:
WePay Canada Customers:
Terms and Conditions (Canada):
10. Dispute Resolution by Binding Arbitration; Class Action Waiver.
In the interest of resolving disputes between you and Sunrise in the most expedient and cost-effective manner, you and Sunrise agree to resolve disputes through binding arbitration instead of in courts of general jurisdiction (“Agreement to Arbitrate”). Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, condenses discovery, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You acknowledge and agree that the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that individual party’s claim(s). Any relief awarded cannot affect other users.
YOU UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, YOU AND Sunrise ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
a) Claims To Be Resolved By Binding Arbitration. You and Sunrise agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before this or any prior Terms; claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and claims that may arise after the termination of these Terms.
b) Exceptions. Notwithstanding Section 10(a), you and Sunrise agree that no statement herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (ii) seek injunctive relief in any competent court of law; or (iii) to file suit in a court of law to address intellectual property infringement claims.
c) Arbitrator. Any arbitration between you and Sunrise will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
d) Notice and Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Sunrise should be addressed to: Sunrise, Inc., 4100 Chapel Ridge Road, Suite 500, Lehi, UT 84043 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and Sunrise do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Sunrise may commence an arbitration proceeding.
e) Fees. In the event that you commence arbitration in accordance with these Terms, Sunrise will, at your request, reimburse you for your payment of the arbitration filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any request for payment of fees by Sunrise should be submitted by mail to the AAA along with your Demand for Arbitration and Sunrise will make arrangements to pay all necessary fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you agree to reimburse Sunrise for all fees associated with the arbitration paid by Sunrise on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules.
Any in-person arbitration hearings will take place at a location to be agreed upon in Salt Lake County, Utah. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
f) No Class Actions. Unless both you and Sunrise 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.
YOU AND SUNRISE 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.
g) Opt-Out. If you are a new Sunrise user, you can choose to reject the arbitration agreement contained in this Section 10 (“opt-out”) by mailing us a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to the Notice Address listed in Section 10(d), above.
The Opt-Out Notice must contain your name, address (including street address, city, state and zip code), and the user name(s) and email address(es) associated with the Sunrise account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with Sunrise.
h) Modifications. If Sunrise makes any future change to this Agreement to Arbitrate (other than a change to the Notice Address), you may reject any such change by sending us written notice within 30 days of the change to the Notice Address provided above. You acknowledge and agree that, in the event you reject any future change, your account with Sunrise shall be immediately terminated and you will arbitrate any dispute between us in accordance with the language of this provision.
i) Severability and Enforceability. If an arbitrator or court decides that any part of this Section 10 is invalid or unenforceable, the other parts of this Section 10 shall still apply. If the entirety of this Section 10 is found to be unenforceable, then the parties agree that the exclusive jurisdiction and venue described in Section 7(a) shall govern any action arising out of or related to these Terms, and that the remainder of the Terms will continue to apply.