Effective September 1, 2024

These terms of service (the “Terms”) are a legal contract between Platinum LLC, a Delaware Limited Liability Corporation (“Platinum”, “we” or “us”) and the person or entity executing this Terms (“you” or “your”). If you are business (or an employee or representative of a company, business or legal partnership), a law, accounting, or other professional services firm (or an partner, member, shareholder, employee, associate, counsel, representative, or agent of such firms) (“Professional Service Firm”) or a professional filing service (or an employee, representative, or agent of such service) (“Professional Filer”), or the client of a Professional Service Firm or Professional Filer who is authorized to use the Service (defined below) for your own account or benefit (“Client User”), you accept these provisions and the term “you” will refer to you (including you as the Professional Service Firm or Professional Filer), your business, company or partnership, or you as the Client User. The Terms explain how you are permitted to use the Platinum’s Ballot Management ballot management and voting services and Corporate Transparency Act (“CTA”) electronic filings service provided by and through our cloud-based software platform and our website located at the URL www.ballotmanagement.com (collectively, the “Site”). These Terms also govern your use of all the software, video, text, data, information, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site. Collectively, the Site, the Materials, and the services provided herein are referred to as the “Service”. These Terms are effective as of the date that you first use the Service.

BY USING THE SERVICE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCEPT THE TERMS OR ACCESS OR OTHERWISE USE THE SERVICE.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS.

Table of Contents

  • 1. The Service
  • 2. Modifications
  • 3. Privacy
  • 4. Users of the Service
  • 5. Use of the Service
  • 6. Purchases and Refunds
  • 7. Payments
  • 8. Rules of Contact
  • 9. Feedback
  • 10. Intellectual Property Rights
  • 11. Term and Termination
  • 12. Links to Third-Party Sites
  • 13. Disclaimer of Warranties
  • 14. Limitation of Liability
  • 15. Indemnity
  • 16. Local Laws
  • 17. Dispute Resolution and Arbitration; Class Action Waiver; Limitation on Time to File Claims
  • 18. Electronic Communications
  • 19. Consumer Notice
  • 20. General
  • 21. Contact Us
  1. The Service

We are a Service that allows entities to manage balloting and voting, as well as managing and facilitating online CTA filings for entities, law, accounting and other professional service providers; professional filers; and companies. We offer an online platform for an entity to manage multiple organizations balloting and voting by their members, as well as a CTA filings service to, among others, help the entities and their organizations and professional filers and entities submit CTA filings.We are neither a law nor accounting nor other professional firm. Nor are we a governmental or regulatory agency or group.

Starting January 1, 2024, CTA filings are required by the Financial Crimes Enforcement Network (“FinCEN”), which is a bureau of the United States Department of the Treasury that collects and analyzes information about financial transactions in order to combat domestic and international money laundering, terrorist financing, and other financial crimes. The information you provide to the Service for the CTA filing will be provided directly to FinCEN.

The Service itself cannot and is not intended to provide financial or regulatory guidance or advice. Please contact your lawyer or accountant or other qualified professional with any questions regarding CTA compliance. THE CONTENT ON THE SITE AND THE SERVICE ARE NOT AND SHOULD NOT BE CONSIDERED LEGAL OR FINANCIAL ADVICE OR A SUBSTITUTE FOR OBTAINING LEGAL OR FINANCIAL ADVICE FROM A QUALIFIED PROFESSIONAL.

  1. Modifications

(a) Modifications to the Terms. Platinum can change, update, or add or remove provisions of these Terms at any time by prompting you to accept an updated or new version of these Terms. If you do not agree with any of the updated Terms, you must stop using the Service. If you stop using the Service and have prepaid for unused reports, you may contact Platinum to discuss your objections to the updated Terms and how to obtain a refund. In lieu of a refund, Platinum may instead agree that the Terms you originally agreed to will continue to apply to your use of the Service for those prepaid reports and that you have no further right to use the Service once those prepaid reports.

(b) Changes and Updates to the Service. Platinum may make changes to the Service at any time, without notice. If you object to any changes to the Service, your sole recourse will be to cease using it. We also reserve the right to discontinue the Service at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service.

(c) New Features. Certain features of the Service may be subject to additional terms of service, which shall be presented to you when you select such features. By accepting such terms or using the features, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.

  1. Privacy

Please review our privacy policy www.ballotmanagement.com/privacy-policy/ (“Privacy Policy”), which explains how we use information that you submit to Platinum. The Privacy Policy is hereby incorporated by reference.

  1. Users of the Service

(a) Business Filers. If you are an entity or agent of an entity using the Service to file your entity’s CTA filings, you accept responsibility for yourself and your entity in your use of the Service, including for the timely submission of CTA filings to FinCEN. The Service is designed for you to answer mandatory CTA questions. However, you acknowledge that the Service depends on your truthful, correct, and complete answers, and may need to be updated if your circumstances change. Use of the Service is at your own risk. You assume full responsibility for all outcomes, to the extent permitted by law. By using the Service, you agree to not hold Platinum liable in any way for your ballot management, voting, and CTA compliance and filings.

Additionally, you agree and understand that:

  • The entry of certain financial and other confidential information into the Service in response to the mandatory CTA questions is required to use the Service and understand that measures have been taken that are designed to safeguard your information, but no computer system is totally secure.
  • You acknowledge that the Service does not guarantee that you are in compliance with the CTA requirements or promise that you will be in compliance.

(b) Law, Accounting and Professional Service Firms and Professional Filers. If you are a management firm, Professional Service Firm or a Professional Filer using the Service to make filings on behalf of your clients, you accept responsibility for using the Service for your clients. You are also responsible for the information you provide during your use of the Service, including the accuracy and completeness of all submitted Content and Registration Data (both defined below), for the timely submission of CTA filings to FinCEN, and for complying with all applicable laws in connection with your use of the Service. Platinum has established safeguards and procedures designed to protect the security of information entered by the user, including filling out the CTA filings, but you must also take steps to protect the privacy and confidentiality of information shared by your agents and Client Users. As a management company, Professional Service Firm or a Professional Filer, whether or not your use of the Service has been authorized by the Client User, you represent and warrant that (i) you are authorized to act on behalf of your Client User, (ii) you are permitted to share any and all Content and Registration Data provided to the Service, and (iii) you will not upload or use your Client User’s Content or Registration Data, or disclose it to any other party, without your Client User’s consent.

  1. Use of the Service

(a) Grant of a Limited License to Use the Service. The Service is protected by copyright, trade secret, and other intellectual property laws. Subject to your agreement to, and continuing compliance with, these Terms, and any other relevant Platinum policies, Platinum hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license, subject to the limitations below, to use the Service solely for purposes of managing ballots, voting and making your own CTA filings (which, for the avoidance of doubt, for management companies, Professional Service Firms and Professional Filers includes the right to use the Service in support of managing ballots, voting and making CTA filings for their Client Users). You agree not to use the Service for any other purpose.

(b) Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by Platinum; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Service except as expressly permitted by Platinum; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; (vi) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks; or (vii) resell the Service except as expressly permitted by Platinum in a separate written contract between you and Platinum.

(c) Account Registration. You need not register with Platinum when you are visiting or viewing the public areas of the Site, or to browse any publicly accessible information in the Site. However, in order to access and use the features of the Service, you must register with Platinum for an account and receive a password. For purposes of the Terms, a “Registered User” is a user of the Service (“User,” or “user”) who has registered an account with us (“Account”). Platinum may delete your account due to inactivity. If your Account is deleted and you later need it restored, please contact us.

(d) Registration Data. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the Service under the laws of any applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (A) notify Platinum immediately of any unauthorized use of your password or any other breach of security; and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Platinum has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Platinum has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone, or register for an account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so. Platinum reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third party that a username violates the third party’s rights and accounts inactive beyond the times set by Platinum. You agree not to create an Account or use the Service if Platinum has previously removed you, or if you have been previously banned from use of the Service, nor to designate other individuals to use an account on your behalf.

(e) Data Network and Internet Access. When you access the Service through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Using certain services may be prohibited or restricted by your network provider and not all features of the Service may work with your network provider or device. The Service requires an internet connection to access internet-based features, authenticate the Service, and perform other functions. You acknowledge that you may be charged by your network service provider, and shall be responsible for any such charges, for internet access.

(f) Beta Features. Platinum may provide you with access to beta features in the Service. You are free to use them, but they are provided “AS-IS”. Platinum may include new and/or updated pre-release and trial features in the Service and such features are provided “AS-IS”. Your use of such features is at no additional cost, but you must follow additional rules or restrictions that we may place on their use.

  1. Purchases and Refunds

No refunds will be made after paying to use the Service for ballot management, voting, or CTA application preparation and filing. If you cancel your account at any time, you will not receive any refund. After you pay for the Service to ballot manage, vote or make a CTA application or filing, all sales are final.

  1. Payments

You agree to pay all fees or charges that may apply to your Account based on any fees, charges, and billing terms between you and Platinum and any fees or charges that may be applicable for use of the Service as contracted separately with you or as shown on the Site. You agree and consent to Platinum’s use of third-party payment providers for billing and online payments. If you do not pay on time or if Platinum cannot charge your payment method for any reason or payment is rejected or refunded, Platinum reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms. You are expressly agreeing that Platinum is permitted to bill you for any applicable fees, any applicable taxes and any other charges you may incur in connection with your use of the Service and the fees will be billed to the payment method designated on your registration with the Service.

  1. Rules of Contact

In addition to your other promises and obligations, by using Platinum’s Service, you agree not to do any of the following:

  • Use your account or the Service to make false or misleading filings;
  • Use the system to file false information to FinCEN;
  • Use the system to build, plan, or design competing product or services;
  • Use your account or the Service to advertise, or solicit, or transmit any commercial advertisements, including chain letters, junk email or repetitive messages (spim and spam) to anyone;
  • Use your account or Service to engage in, discuss or incite any illegal conduct or activity;
  • Access another user’s account without permission;
  • Use the Service in any manner that violates any applicable laws or regulations or is prohibited by these Terms;
  • Collect or harvest any information about other users;
  • Post, request, or link to obscene, threatening, embarrassing, hateful, racially or ethnically insulting, inciteful, deceptive, tortuous, defamatory, libelous, harassing, stalking or otherwise inappropriate or offensive material or conduct or that otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Discuss, promote, or depict any form of child sexuality, abuse, exploitation, or related topics that may be harmful to or threaten the security of a child or minor;
  • Use features of the Service for anything other than their intended purpose;
  • Interfere with or disable any security-related features of the Service, or any part thereof, including any services available on or through any third-party sites;
  • Decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any code or underlying ideas or algorithms of any part of the Service;
  • Use any robot, spider, scraper, or other automated means to access the Service;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
  • Post anything contrary to our public image, goodwill or reputation; or
  • Engage in any other prohibited or illegal conduct.

This list of prohibitions provides examples and is not complete or exclusive. Platinum reserves the right to terminate access to your Account, your ability to use the Service, with or without cause and with or without notice, for any reason or no reason, or for any action that Platinum determines is inappropriate or disruptive to this Service or to any other user of this Service or may result in harm, liability, loss or damages to Platinum, its software, technology, hardware, equipment, network, data or that of others.PLATINUM MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT.WHEN LEGALLY REQUIRED OR AT PLATINUM’S DISCRETION, PLATINUM WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY THROUGH THE USE OF THIS SERVICE.

  1. Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to Platinum, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Platinum is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Platinum is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

  1. Intellectual Property Rights

(a) License for Content. “Content” means any data, information, materials, text, graphics, or images that you upload, post, or store in or to the Service. You represent and warrant that you own or have the right to use any Content, including in connection with your use of the Service. You are solely responsible for any Content. You have no obligation to provide any content to the Service, and you’re free to choose the content that you want to provide. You acknowledge that certain functionality in the Service may be dependent on the provision of Content and may not be available without such Content. By making Content available through your use of the Service, you grant Platinum a worldwide, perpetual, royalty-free, non-exclusive license to (i) host, reproduce, share, provide, distribute, communicate, sublicense, and use your Content, including to FinCen; (ii) publish or publicly display your Content, if you have made it visible to others; and (iii) modify and create derivative works based on your Content, such as reformatting, translating it, and copying and analyzing it solely for the purpose of operating, providing, and improving the Service. Platinum shall maintain reasonable security measures designed to prevent unauthorized access or loss of Content.

(b) Platinum May Monitor Content. Platinum may, but has no obligation to, monitor access to or use of the Service or Content or to review or edit any Content for the purpose of operating the Service, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. Platinum may disclose any information necessary to satisfy Platinum’s legal obligations, protect Platinum or its customers, or operate the Service properly. Platinum, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that Platinum considers to be unacceptable, undesirable, inappropriate, or in violation of these Terms.

(c) Platinum’s Use of Aggregated Data. You acknowledge and agree that Platinum may, among other things, create and derive anonymized and/or aggregated data related to the Service or your use of the Service that does not identify you or any individual, and use, publicize, or share with third parties such data to improve Platinum’s products and services and for its legitimate business purposes.

(d) Ownership of Service. The Service and all proprietary and intellectual property rights therein are and shall remain Platinum’s property or the property of Platinum’s licensors. Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license expressly granted above; or (ii) to use or reference in any manner Platinum’s company names, logos, product and service names, trademarks or services marks or those of Platinum’s licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically and you must stop using the Service and immediately destroy any materials downloaded or printed from the Service.

  1. Term and Termination

The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by (a) notifying Platinum at any time within the Ballot Management application; and/or (b) closing your Account within the Ballot Management application. We reserve the right to terminate or suspend your account or access to the Service at any time and for any reason. It is within Platinum’s sole discretion and determination to terminate your Account for what Platinum deems to be a violation or breach of these Terms. In the event that Platinum terminates or suspends your Account, you will have no further access to your Account or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed materials (including videos); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), except to the extent of any surviving licenses or applicable record retention requirements. Platinum will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, your obligation to pay all fees and amounts owed to Platinum, and limitation of liability.

You may close your Account by using the feature provided in the Service or, in the alternative, by contacting us athttps://ballotmanagement.com/contact/ . We will proceed to close your Account and send you an email confirmation.

  1. Links to Third-Party Sites

The Service may be linked to other websites and services that are not Platinum properties (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Platinum, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. Platinum does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality, timeless, or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT PLATINUM WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.

Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Platinum’s endorsement or recommendation.

  1. Disclaimer of Warranties

(a) Generally. You use the Service at your own risk. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, PLATINUM (AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PLATINUM DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

You are solely responsible for confirming that FinCEN has successfully received your filings on time. Platinum disclaims any liability or responsibility for filings that are not received by FinCEN (or that are received late) due to your mistakes, acts or omissions, events of force majeure, acts or omissions of third parties (including criminal acts and failures of service providers), the Internet, FinCEN’s network or systems, or any other cause, reason, event or circumstances outside of Platinum’s direct control. PLATINUM IS NOT LIABLE FOR ANY FINES OR PENALTIES ISSUED BY FINCEN WHEN USING OUR SYSTEM TO FILE FALSE OR INCOMPLETE INFORMATION TO FINCEN ABOUT A REPORTING COMPANY.

(b) Disclaimer of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATINUM SERVICE, INCLUDING PROFESSIONAL FILERS. YOU UNDERSTAND THAT PLATINUM DOES NOT MAKE ANY ATTEMPT TO VERIFY THE INFORMATION PROVIDED BY, OR THE STATEMENTS OF, USERS OF THE SERVICE.

(c) Special Disclaimer regarding the Service.

Platinum is not in the business of providing legal, financial, tax, healthcare, real estate, or other professional services or advice. Consult the services of a competent professional when this type of assistance is needed. The Service is a tool, and any information contained on the Site is not to be construed as financial, legal, or professional advice.

  1. Limitation of Liability

NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER OR EXCLUDE OR LIMIT ANY LIABILITY, WHICH CANNOT BE LEGALLY EXCLUDED, OR LIMITED.

PLATINUM SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PLATINUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE EXCLUSIONS EXPRESSLY SET FORTH IN THIS SECTION, IN ALL EVENTS, PLATINUM SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO PLATINUM IN ACCORDANCE WITH THESE TERMS IN ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO PLATINUM DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND PLATINUM’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH PLATINUM IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLATINUM AND YOU. To the extent that Platinum may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth in these Terms, the scope of such warranty, and the extent of Platinum’s liability, shall be the minimum permitted under such applicable law.

Notwithstanding anything to the contrary in this Agreement, Platinum shall have no obligations or liabilities under this Agreement to the extent a claim, damage, or liability is caused by any of the following: (i) your mistakes, acts or omissions, (ii) events of force majeure, (iii) acts or omissions of third parties, including criminal acts, (iv) Platinum’s service providers, including cloud service providers, (v) the Internet, (vi) FinCEN’s systems, (vii) a modification or alteration of the Services by you or any other actual or attempted modification or alteration by any person or entity other than Platinum or its employees, agents, or subcontractors, including the use of any unauthorized software or cloud service that you or third parties may use or employ; (viii) use of the Services by you for any purpose other than its intended purpose or contrary to instructions set forth in any documentation provided by Platinum; or (ix) your negligence or more culpable conduct, or breach of this Agreement.

  1. Indemnity

You agree to indemnify and hold Platinum, its parents, subsidiaries, affiliates, members, officers, directors, employees, agents, partners, licensors and successors harmless from any losses, damages, penalties, fines, costs, liabilities, and expenses (including reasonable attorneys’ fees and costs of litigation, including appeal) relating to or arising out of: (a) your use of, or inability to use, the Service; (b) your violation of the Terms; (c) your violation of any rights of another party, including any Users and, in the case of a management company, Professional Service Firms and Professional Filers, any Client Users; or (d) your violation of any applicable laws, rules or regulations. Platinum reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Platinum in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.

  1. Local Laws

Platinum controls and operates the Service from its headquarters in the United States of America and it may not be appropriate or available for use in other locations. If you use the Service outside the United States of America, you are responsible for following applicable local laws.

  1. Dispute Resolution and Arbitration; Class Action Waiver; Limitation on Time to File Claims

Please read this carefully. It affects your rights.

(a) Disputes and Applicable Law. These Terms will be subject to and construed in accordance with the laws of the State of Delaware, United States of America excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against Platinum must be resolved exclusively by a state or federal court located in the State of Delaware, except as otherwise agreed by the parties or as described in the Arbitration subsections below. You agree to submit to the personal jurisdiction of the courts located in Kent County, Delaware for the purpose of litigating all such claims or disputes.

(b) Scope. This agreement to arbitrate (“Arbitration Terms”) applies to any and all disputes, claims, or controversies between you and Platinum arising out of or relating to the Service, including your purchase of any Platinum products, services, any communications, advertising or marketing by or regarding Platinum, use of the Site (including your reliance on any resources, articles or information made available on the Site), any products or services made available, offered, sold or distributed by Platinum, any aspect of your relationship or transactions with Platinum, and all other aspects of your relationship with Platinum, past, present or future, whether arising under foreign, federal, state or local statutory and/or common law, or whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), deceptive or fraudulent trade practices, deceptive or fraudulent business practices, or any other legal or equitable theory, and includes the validity, enforceability, or scope of these Arbitration Terms (with the exception of the enforceability of the Class Action Waiver clause below) (collectively, the “Disputes”).

(c) Exclusion from Arbitration. Notwithstanding these Arbitration Terms, you may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute is initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS ARBITRATION AGREEMENT (the “Opt-Out Deadline”). You may opt out by mailing written notification 8 The Green, Ste A. Dover, DE 19901. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes through arbitration. Your decision to opt-out will have no adverse effect on your relationship with Platinum. You are responsible for ensuring Platinum’s receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

(d) Reservation of Right to Reject. Platinum reserves the right to reject your request for arbitration for any Dispute which can be resolved in small claims courts.

(e) Pre-Arbitration Dispute Resolution. For all Disputes, you must first give Platinum an opportunity to resolve the Dispute. You must commence this process by mailing written notification to 8 The Green, Ste A. Dover, DE 19901. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If Platinum does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.

(f) Federal Arbitration Act. The parties each mutually agree to resolve all Disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and will apply to all Disputes. The parties each also expressly agree that these Arbitration Terms will be governed by the FAA even if you and/or Platinum and/or these Arbitration Terms is otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If, but only if, the arbitrator determines the FAA does not apply, the laws of the State of Delaware governing arbitration agreements will apply.

(g) Class Action Waiver. The parties each mutually agree that by entering into these Arbitration Terms, both waive their right to have any Dispute brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to consolidate more than one person’s claims, and may not otherwise hear or arbitrate any class, collective or representative action (“Class Action Waiver”). In any case in which (1) the Dispute is filed as a class, collective or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in these Arbitration Terms, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this mutual arbitration provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.

(h) Arbitration Procedures. Any Dispute shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its then current Consumer Arbitration Rules in effect at the time the arbitration is initiated. If you bring a claim subject to arbitration, you will pay toward the fees and deposits imposed by the AAA or other arbitrator only an amount equal to the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction.

(i) Location of Arbitration. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. The arbitrator or arbitration panel, as the case may be, will apply and be bound by this section and any additional terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award. All issues are for the arbitrator to decide, including arbitrability.

(j) Awards. Except as provided in the Class Action Waiver, the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.

(k) Bellwether Proceeding. IF TEN OR MORE PERSONS OR ENTITIES (COLLECTIVELY, “CUSTOMERS”) INITIATE NOTICES OF DISPUTE RAISING SIMILAR CLAIMS, AND COUNSEL FOR THE CUSTOMERS BRINGING THE CLAIMS ARE THE SAME OR COORDINATED FOR THESE CUSTOMERS, THE CLAIMS SHALL PROCEED IN ARBITRATION IN A COORDINATED PROCEEDING. COUNSEL FOR CUSTOMERS AND COUNSEL FOR Platinum SHALL EACH SELECT FIVE CASES TO PROCEED FIRST IN ARBITRATION IN A BELLWETHER PROCEEDING. THE REMAINING CASES SHALL NOT BE FILED IN ARBITRATION UNTIL THE FIRST TEN HAVE BEEN RESOLVED. IF THE PARTIES ARE UNABLE TO RESOLVE THE REMAINING CASES AFTER THE CONCLUSION OF THE BELLWETHER PROCEEDING, EACH SIDE MAY SELECT ANOTHER FIVE CASES TO PROCEED TO ARBITRATION FOR A SECOND BELLWETHER PROCEEDING. THIS PROCESS MAY CONTINUE UNTIL THE PARTIES ARE ABLE TO RESOLVE ALL OF THE CLAIMS, EITHER THROUGH SETTLEMENT OR ARBITRATION. A COURT WILL HAVE AUTHORITY TO ENFORCE THIS CLAUSE AND, IF NECESSARY, TO ENJOIN THE MASS FILING OF ARBITRATION DEMANDS AGAINST PLATINUM.

(l) Limitation on Time to File Claims. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. Electronic Communications

The communications between you and Platinum use electronic means, whether you visit the Ballot Management site or send Platinum e-mails, or use the Service or whether Platinum posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Platinum in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Platinum provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where Platinum requires that you provide an e-mail address; you are responsible for providing Platinum with your most current e-mail address. In the event that the last e-mail address you provided to Platinum is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Platinum’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

  1. Consumer Notice

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by Platinum Inc., 8 The Green, Ste A. Dover, DE 19901. If you have a question or complaint regarding the Service, please contact Platinum’s Support Team at the email located at www.ballotmanagement.com/contact/. California residents may reach the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

  1. General

These Terms, together with our Privacy Policy, and any additional terms that we may make available from time to time through our Internet properties, constitute the entire agreement between you and Platinum regarding your use of our Service and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign our rights under these Terms without restriction.

  1. Contact Us

If you have any questions about these Terms or otherwise need to contact Platinum for any reason, you can reach us fromthe email addresses provided at www.ballotmanagement.com/contact/.

Ballot Management is a trademark pending registration of Platinum Inc. in the United States.

 

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