Agreement to Terms. By using the Talus Pay Platform, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Talus Pay, Platform.

Privacy Notice. Please review our Privacy Notice, which also governs your use of the Talus Pay Platform, for information on how we collect, use and share your information.

Eligibility. You may use the Talus Pay Platform only if you are 18 years or older and capable of forming a binding contract with Talus Pay and are not barred from using the Talus Pay Platform under applicable law.

Estimates and Payments Made Through the Talus Pay Platform.

Disclaimers.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Talus Pay NOR ITS TECHNICIANS INVOLVED IN PROVIDING THE Talus Pay PLATFORM WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, IN EACH CASE, WHETHER OR NOT Talus Pay OR ITS TECHNICIANS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL Talus Pay's TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE Talus Pay PLATFORM EXCEED ONE HUNDRED DOLLARS ($100). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION 6 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Talus Pay AND YOU.

Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 8 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Talus Pay are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Talus Pay each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution.

General Terms. These Terms constitute the entire and exclusive understanding and agreement between Talus Pay and you regarding the Talus Pay Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Talus Pay and you regarding the Talus Pay Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Talus Pay's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Talus Pay may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Talus Pay's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Talus Pay. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.