Please read these Agreements carefully. By accessing or using the Online Banking service, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not access or use the service.
Funds Availability Policy
For mobile deposits, the first $225 deposited is available immediately. A four (4) business day hold is applied to the remainder of the deposit.
- Online Banking is an electronic internet-based service. Therefore, you understand that the Online Banking Agreement will be entered into electronically.
- You have the right to have this disclosure made available on paper or in non-electronic form by printing the document from our website at http://www.southlandcu.org.
- You have the right to withdraw the consent to have the disclosure provided or made available in an electronic form, but this will result in the termination of your Online Banking and Mobile Banking service;
- The consent to receive electronic consumer disclosures applies to all future required consumer disclosures in connection with the Online Banking and Mobile Branch services;
- After accepting this disclosure, you may request a paper copy of this consumer disclosure by calling us at 800-426-1917;
- You understand that to access and retain this disclosure and to use the Online Banking service, you must have the following: a personal computer with an Internet browser that has "cookies" enabled and supports 128-bit encryption, an Internet connection for the personal computer, an email address, and either a printer or sufficient electronic space to store this disclosure.
Digital Banking Services
The following terms and conditions apply to the Mobile Branch service;
Mobile Branch is offered as a convenience and supplemental service to our Online Banking services. It is not intended to replace access to Online Banking from your personal computer or other methods you use for managing your accounts and services with us. Mobile Branch allows you to access your account information, transfer funds, and conduct other banking transactions. To utilize the Mobile Branch service, you must be enrolled to use Online Banking.
We reserve the right to limit the types and number of accounts eligible and the right to refuse to make any transaction you request through Mobile Branch. We also reserve the right to modify the scope of the service at any time.
We may offer additional Mobile Branch services and features in the future. Any such added Mobile Branch services and features will be governed by this agreement and by any terms and conditions provided to you at the time the new Mobile Branch service or feature is added and/or at the time of enrollment for the feature or service, if applicable. From time to time, we may amend these terms and modify or cancel the Mobile Branch services we offer without notice, except as may be required by law.
Mobile Branch may not be accessible or may have limited utility over some network carriers. In addition, the service may not be supportable for all devices. The credit union cannot guarantee and is not responsible for the availability of data services provided by your mobile carrier, such as data outages or "out of range" issues. Your wireless carrier may assess you fees for data or text messaging services. Please consult your wireless plan or provider for details.
Use of Service
In order to properly use Mobile Branch, you should review and follow the instructions provided on our website. You agree to accept responsibility for learning how to use Mobile Branch in accordance with the online instructions and agree that you will contact us directly if you have any problems (e.g. problem with logging in, cannot pull up mobile site, etc.) with Mobile Branch. We may modify the service from time to time at our sole discretion. In the event of any modifications, you are responsible for making sure you understand how to use Mobile Branch as modified. You also accept responsibility for making sure that you know how to properly use your device and we will not be liable to you for any losses caused by your failure to properly use the service or your device.
You agree that, when you use Mobile Branch, you remain subject to the terms and conditions of your existing agreements the credit union, except as expressly otherwise stated herein; and with any unaffiliated service providers, including, but not limited to, your mobile service provider, and that this agreement does not amend or supersede any of those agreements. You understand that those agreements may provide for fees, limitations and restrictions which might impact your use of Mobile Branch (such as data usage or text messaging charges imposed on you by your mobile service provider for your use of or interaction with Mobile Branch), and you agree to be solely responsible for all such fees, limitations and restrictions. You agree that only your mobile service provider is responsible for its products and services. Accordingly, you agree to resolve any problems with your provider directly without involving us.
Any deposit account, loan or other banking product accessed through this service is also subject to the Membership and Account Agreement, Electronic Funds Transfer Agreement and Disclosure, Online Banking Agreement, Account Rate and Fee Disclosures, and your loan agreements. You should review the account disclosures carefully, as they may include transaction limitations and fees which might apply to your use of Mobile Branch.
Permitted Mobile Branch Transfers
Transactions in Mobile Branch are subject to the terms and limitations disclosed in the Membership and Account Agreement, Electronic Funds Transfer Agreement and Disclosure, Account Rate and Fee Disclosures, and your loan agreements. You may transfer or withdraw up to the available balance in your account at the time of the transfer, except as limited under this agreement or your deposit or loan agreements. The credit union reserves the right to refuse any transaction that would draw upon insufficient or unavailable funds, lower an account below a required balance, or otherwise require us to increase our required reserve on the account. We may process transfers that exceed your available balance at our discretion. If we process the transfer and unless your overdraft protection is provided via an Overdraft Line of Credit, you agree to cover any overdraft amount plus any applicable fees. We may limit the type, frequency and amount of transfers for security purposes and may change or impose the security limits without notice, at our option. You agree to confirm the completion of each transfer in your account balance and transaction history before withdrawing transferred funds.
You represent and agree to the following by enrolling in Mobile Branch or by using the Service:
Account Ownership/Accurate Information
You represent that you are the legal owner of the accounts and other financial information which may be accessed via Digital Banking services. You represent and agree that all information you provide to us in connection with Digital Banking is accurate, current and complete, and that you have the right to provide such information to us for the purpose of using online banking. You agree not to misrepresent your identity or your account information. You agree to keep your account information up to date and accurate
You agree to take every precaution to ensure the safety, security and integrity of your account and transactions when using online banking. You agree not to leave your Device unattended while logged into online banking and to log off immediately at the completion of each access by you. You agree not to provide your username, password or other access information to any unauthorized person. If you permit other persons to use your Device, login information, or other means to access online banking, you are responsible for any transactions they authorize and we will not be liable for any damages resulting to you. You agree not to use any personally identifiable information when creating shortcuts to your Account.
We make no representation that any content or use of online banking is available for use in locations outside of the United States. Accessing online banking from locations outside of the United States is at your own risk.
You agree not to use online banking or the content or information delivered through online banking in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret or other proprietary rights or rights of privacy, including any rights in the Software; (b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of online banking to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for us or our affiliates or service providers, or cause us to lose (in whole or in part) the services of any of our service providers; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) potentially be perceived as illegal, offensive or objectionable; (h) interfere with or disrupt computer networks connected to online banking; (i) interfere with or disrupt the use of online banking by any other user; or (j) use online banking in such a manner as to gain unauthorized entry or access to the computer systems of others.
Unless caused by our intentional misconduct or gross negligence, you agree to indemnify, defend and hold harmless the credit union, its affiliates, officers, directors, employees, consultants, agents, service providers, and licensors from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys' fees) caused by or arising from (i) a third party claim, dispute, action, or allegation of infringement, misuse, or misappropriation based on information, data, files, or otherwise in connection with the service; (ii) your violation of any law or rights of a third party; or (iii) your use, or use by a third party, of online banking.
DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED AS AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, OR THAT ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED.
LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES RESULTING FROM USE FOR THE SERVICES, INABILITY TO USE THE SERVICES, OR TERMINATION OF THE SERVICES, INCURRED BY YOU OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF SOUTHLAND CREDIT UNION HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
CRYPTOCURRENCY INTERFACE SERVICE (via NYDIG) TERMS AND CONDITIONS
These Terms and Conditions, together with our Digital Banking Disclosure and Agreement, E-Sign Act Disclosure and Consent Agreement, SOUTHLAND’s Bylaws, SOUTHLAND’s Membership Booklet, and all other terms, conditions, disclosures, and agreements with SOUTHLAND (collectively “Terms”), govern your use of your account with us, as well as your use of our website, mobile application, or other internet interface (collectively “Interface”) in conjunction with buying, selling, and holding bitcoin through NYDIG Execution LLC’s Bitcoin Trading Platform (“NYDIG’s Service”). By using the Interface, you agree to all the Terms. The use of NYDIG’s Service is subject to additional terms and conditions. Please review NYDIG’s Bitcoin Trading Platform Terms and Conditions (“NYDIG’s Terms ”) for more details. As used herein, “we,” “us,” and “our” mean SOUTHLAND Credit Union. “You” and “your” mean all owners and authorized users of the Qualified SOUTHLAND Account (defined below).
PLEASE READ THE TERMS CAREFULLY. BY USING SOUTHLAND’S INTERFACE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS.
BITCOIN IS NOT INSURED BY THE NATIONAL CREDIT UNION SHARE INSURANCE FUND (“NCUSIF”), THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”), THE SECURITIES INVESTOR PROTECTION CORPORATION (“SIPC”), OR ANY OTHER INSURER, FOR ANY LOSSES OF ANY KIND, INCLUDING THEFT OR DIMINUTION IN VALUE. THE VALUE OF BITCOIN IS EXTREMELY VOLATILE AND CAN RESULT IN SIGNIFICANT LOSSES IN A SHORT PERIOD, INCLUDING THE TOTAL LOSS OF VALUE. BUYING AND SELLING BITCOIN IS INHERENTLY RISKY. YOU SHOULD EVALUATE ALL THE RISKS BEFORE DECIDING TO BUY OR SELL BITCOIN.
IF YOU HAVE QUESTIONS OR CONCERNS REGARDING SOUTHLAND’S INTERFACE, YOUR QUALIFIED SOUTHLAND ACCOUNT (DEFINED BELOW), OR RELATED TRANSACTIONS, PLEASE CONTACT MEMBER SERVICE AT 800.426.1917.
Subject to NYDIG’s Terms, NYDIG’s Service allows you to buy and sell bitcoin through NYDIG Execution LLC‘s trading platform and hold purchased bitcoin in your account maintained with NYDIG (“NYDIG Account”). We, including our technology and/or other partners, provide the Interface through which you can initiate buy or sell orders or view your bitcoin balances and transactions as further described in “Your Use of the Interface” below. The funds you use to purchase bitcoin using NYDIG’s Service will be withdrawn from your selected qualified account you maintain with us (“Qualified SOUTHLAND Account”), which is linked to your NYDIG Account. Except as otherwise provided herein, net proceeds of bitcoin you sell from your NYDIG Account will be credited to the Qualified SOUTHLAND Account you select. Your Qualified SOUTHLAND Account is only for holding cash; you may not deposit any bitcoin into your Qualified SOUTHLAND Account. All bitcoin you purchase using NYDIG’s Service will be held in your NYDIG Account. NYDIG’s Service is provided exclusively by NYDIG Execution LLC (“NYDIG”). We simply support your use of NYDIG’s Service via the Interface.
To use the Interface, you must represent and warrant that you: (a) are at least 18 years old (or at least the age of majority in the state in which you reside); (b) have not been suspended or removed from NYDIG’s Service; (c) are legally allowed to purchase, own, and sell bitcoin and have full power and authority to enter into and agree to the Terms and, in doing so, will not violate any other agreement to which you are a party; (d) do not reside outside of the U.S. and reside in a state or territory where NYDIG’s Service is available; (e) are not identified as a “Specially Designated National” by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and are not placed on the Commerce Department’s Denied Persons List; (f) will at all times comply with the Terms; (g) maintain a Membership with us good standing including, but not limited to, not being delinquent on any loan with us or having any account with us overdrawn for more than five (5) days; (h) maintain a NYDIG Account in good standing; (i) are not subject to backup withholding by the U.S. Internal Revenue Service (“IRS”) or a state tax authority; (j) agree to receive communications relating to your Qualified SOUTHLAND Account electronically (including through the Interface, email, and secure message) in a manner compliant with our E-Sign Act Disclosure and Consent Agreement; and (k) you are an individual, i.e., not a trust or business. SOUTHLAND’s eligibility requirements might differ from NYDIG’s eligibility requirements.
SHARING YOUR INFORMATION
To support NYDIG’s Service, we must coordinate with NYDIG. You agree that we may share with NYDIG your personal information, including, but not limited to: (a) whether your Membership with us is in good standing; (b) whether you are deceased or incapacitated; (c) a Closure Event (defined below); (d) whether your Qualified SOUTHLAND Account is subject to garnishment/levy, bankruptcy, or other legal action; (e) your eligibility status (described above); (f) transactions (including inactivity) on your Qualified SOUTHLAND Account; and (g) whether we suspect you have or are engaged in any of the Prohibited Uses (defined below). You also agree NYDIG may share your personal information with us (including information about transactions on your NYDIG account) as necessary to help facilitate NYDIG’s Service. In addition, we may disclose your personal information (including transaction information) to third parties that perform services for us. We also may disclose your personal information: (a) to comply with applicable law; (b) to comply with a properly authorized civil, criminal, or regulatory investigation, or subpoena, or summons by governmental authorities; and (c) to respond to judicial process or regulatory authorities. We may also use your personal information to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability, for our own institutional risk control and for resolving customer disputes or inquiries, and as otherwise permitted by law or the Terms.
BUY AND SELL BITCOIN
As long as you are eligible, have sufficient and good funds in your Qualified SOUTHLAND Account, and comply with the Terms and NYDIG’s Terms, you can initiate orders through the Interface to buy bitcoin (“Buy Orders”) and to sell bitcoin (“Sell Orders”) (each, an “Order” and once settled a “Transaction”). You cannot cancel an Order once you have confirmed it through the Interface.
NO INVESTMENT ADVICE
We may provide you with information about the Interface and general information about NYDIG’s Service. This information is designed to be educational in nature and is not investment advice. We are not investment advisors. This information is not personalized or tailored to your individual financial circumstances or goals, and, as a result, may not be suitable for you. Additionally, the United States Securities and Exchange Commission has taken the position that bitcoin is not a security and is, therefore, not subject to securities laws and protections. Your purchase, holding, and sale of bitcoin is at your own risk.
You must have or create secure credentials, among other things, to access the Interface. Only you are authorized to use your secure credentials to access the Interface and use NYDIG’s Service. You are required to maintain and safeguard your secure credentials and ensure that the Interface is only used in accordance with the Terms. We may, at our option, change the parameters for your secure credentials to access the Interface and use NYDIG’s Service without prior notice to you, and if we do so, you will be required to change your secure credentials the next time you access the Services.
You are prohibited from using your Qualified SOUTHLAND Account, your NYDIG Account, NYDIG’s Service, and the Interface for any illegal or unlawful purpose, including, but not limited to, money laundering, engaging in fraud or attempted fraud, or manipulating the digital currency markets. You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of your Qualified SOUTHLAND Account, your NYDIG Account, NYDIG’s Service and the Interface, regardless of the purpose of the use, and for all communications you send through these services. Additionally, the Interface and NYDIG’s Services are intended for personal, not business or commercial use. You agree that you will not use these services in connection with your business or commercial enterprise. We reserve the right to decline your enrollment if we believe that you are enrolling to use these services with your business account or for business or commercial purposes. We further reserve the right to suspend or terminate your use of these services if we believe that you are using them for business or commercial purposes.
Access to your Qualified SOUTHLAND Account, the Interface, your NYDIG Account, and/or NYDIG’s Service may be disrupted or unavailable due to circumstances beyond our control, technological failures, or due to scheduled or unscheduled maintenance. This could result in the inability to access your NYDIG Account and/or place Buy Orders and Sell Orders for an unknown time and may also contribute to delays in communication with you regarding your Qualified SOUTHLAND Account. Having access to your Qualified SOUTHLAND Account, the Interface, your NYDIG Account, and/or NYDIG’s Service unavailable for an unknown time could have consequences to you, particularly if the price for bitcoin differs significantly from the price available prior to such event. We have no liability for any losses resulting from such disruptions, delays, or interruptions.
REASONS WE MAY FREEZE, HOLD, SUSPEND, OR CLOSE YOUR QUALIFIED SOUTHLAND ACCOUNT
We may freeze your Qualified SOUTHLAND Account, place a hold on funds therein, or suspend access to, or close your Qualified SOUTHLAND Account, thereby restricting your access to the Interface, NYDIG’s Service, and your NYDIG Account, if we determine, in our sole discretion, that: (a) you no longer meet the eligibility requirements; (b) you have violated any of the Terms, including, but not limited to engaging in Prohibited Uses, defined above; (c) you have engaged in any suspicious or fraudulent activity in connection with the Interface, NYDIG’s Service, or any other account, whether owned by you or another, or otherwise attempt to defraud us or any person or entity, or have caused us a loss in any way; (d) we are notified of a court order or other legal process (including garnishment, divorce, bankruptcy, or any equivalent processes) relating to you; (e) we receive legal documentation or notice confirming your death or incapacitation or otherwise receive information leading us to believe you have died or become incapacitated; (f) you control another account with us, including subaccounts, that is subject to suspension or closure by us for any reason; (g) your Qualified SOUTHLAND Account has remained in an inactive status for a period of three years or longer; (h) we have reason to believe the security of one or more of your accounts might have been compromised; or (i) we believe we are required to do so in order to comply with applicable law. We are not liable for any loss, including a loss in value in your NYDIG Account, while your Qualified SOUTHLAND Account is frozen, on hold, suspended, or closed.
In the event we freeze, hold, suspend, or close your Qualified SOUTHLAND Account, your Qualified SOUTHLAND Account might not be unfrozen, reactivated, or reopened immediately, even if you meet all eligibility requirements.
If we freeze, hold, suspend, or close your Qualified SOUTHLAND Account, your access to all or part of the Interface and NYDIG’s Service will be suspended, but your NYDIG Account may still fluctuate in value while your NYDIG Account is still open. We are not liable for any loss in value in your NYDIG Account as a result of those fluctuations while your access to the Interface is suspended or terminated. When we close your Qualified SOUTHLAND Account, NYDIG may close your NYDIG Account and initiate a Final Sell Order on your behalf. See “Consequences of Closing Your Qualified SOUTHLAND Account or Suspension or Termination of the Interface.”
SUSPENSION AND TERMINATION OF THE INTERFACE
We may suspend or terminate the Interface at any time in our sole discretion.
CONSEQUENCES OF CLOSING YOUR QUALIFIED SOUTHLAND ACCOUNT OR SUSPENSION OR TERMINATION OF THE INTERFACE
ANY TIME YOUR QUALIFIED SOUTHLAND ACCOUNT IS FROZEN, ON HOLD, SUSPENDED, OR CLOSED, OR WE SUSPEND OR TERMINATE THE INTERFACE (COLLECTIVELY “CLOSURE EVENT”), YOU WILL BE UNABLE TO ACCESS THE INTERFACE. THEREFORE, NYDIG MAY TREAT THE CLOSURE EVENT AS A NYDIG ACCOUNT CLOSURE REQUEST, IN WHICH CASE NYDIG MAY CLOSE THE NYDIG ACCOUNT AND INITIATE A FINAL SELL ORDER ON YOUR BEHALF. IF YOU DO NOT INITIATE A FINAL SELL ORDER YOURSELF AND NYDIG INITIATES A FINAL SELL ORDER ON YOUR BEHALF, THE TRANSACTION PROCEEDS WILL BE DEPOSITED INTO YOUR PRIMARY SHARE, EVEN IF THE PURCHASE WAS MADE FROM A DIFFERENT SHARE. ADDITIONALLY, THERE COULD BE ADVERSE CONSEQUENCES OF A FINAL SELL ORDER, INCLUDING, BUT NOT LIMITED TO LOSSES, A TRANSACTION FEE, A TAX LIABILITY AS FURTHER DESCRIBED IN THE SECTION “TAXES” ABOVE, AND THE TRANSACTION PROCEEDS BEING DISTRIBUTED TO ONE OR MORE JOINT ACCOUNT OWNERS OR BENEFICIARIES ON YOUR ACCOUNT UPON YOUR DEATH. YOU ALSO ACKNOWLEDGE THAT THE PRICE OF BITCOIN MAY DECLINE BETWEEN THE TIME OF THE CLOSURE EVENT, THE INITIAL NYDIG ACCOUNT CLOSURE REQUEST, AND THE EXECUTION OF THE FINAL SELL ORDER; YOU ALONE BEAR THE RISK OF ANY SUCH PRICE DECLINE AND ANY LOSSES RESULTING THEREFROM. LIKE ALL SELL ORDERS, YOU ARE RESPONSIBLE FOR ANY TRANSACTION FEE INCURRED IN CONNECTION WITH THE FINAL SELL ORDER.
TRANSACTIONS IN VIOLATION OF THE TERMS
You agree to maintain a balance in your Qualified SOUTHLAND Account that is sufficient to fund all Transactions you initiate using the NYDIG Service. We are not responsible for any overdraft fees or insufficient fund charges that result from your failure to maintain a balance in your Qualified SOUTHLAND Account that is sufficient to fund the Transactions you initiate using the NYDIG Service. If you place a Buy Order that results in your Qualified SOUTHLAND Account being overdrawn, such as if a deposit is returned for any reason, you must bring your Qualified SOUTHLAND Account into good standing within five (5) days of your Qualified SOUTHLAND Account being overdrawn. .
LAW AND FORUM FOR DISPUTES
Unless our account agreement with you states otherwise, these Terms shall be governed by the laws of the State of California, without regard to its conflicts of laws provisions. To the extent that the terms of these Terms conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of these Terms shall remain in full force and effect. Unless our account agreement with you states otherwise, you agree that any claim or dispute you may have against us (other than those which are arbitrated under Part 1 of the Member Account Agreement and Disclosure ) must be resolved by a court located in Orange County. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all claims or disputes (unless said claim is submitted to arbitration under Part 1 of the Member Account Agreement and Disclosure).
FORCE MAJEURE / UNCOMMON CIRCUMSTANCES
We will not be responsible for any failure to perform our duties and will not be liable hereunder for any loss or damage in association with such failure to perform, including but not limited to any loss or damage directly or indirectly attributable to price fluctuation in bitcoin, including as a result of any circumstance or event which is beyond our (or our agent’s) reasonable control that adversely affects our ability to provide access to NYDIG’s Service. Such circumstances include any event caused by, arising out of, or involving: (a) an act of God; (b) accident, fire, water, or wind damage or explosion; (c) any computer, system, or other equipment failure or malfunction caused by any computer virus or other malicious code or the malfunction or failure of any communications medium or any phishing or spoofing or other attack; (d) any interruption of the power supply or other utility service; (e) any strike or other work stoppage, whether partial or total; (f) any disruption of, or suspension of trading in, the digital asset markets; (g) pandemic or epidemic; or (h) any other similar event.
EQUIPMENT USED TO ACCESS THE SERVICES
You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "System") necessary for you to access and use the Interface and NYDIG’s Service. This responsibility includes, without limitation, your utilizing up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and Internet security software. You are additionally responsible for obtaining Internet services via the Internet service provider of your choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. You acknowledge that there are security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and you hereby expressly assume such risks, including, but not limited to those we may disclose in our informational materials. You acknowledge that you are responsible for the data security of the Systems used to access the Interface and NYDIG’s Service, and for the transmission and receipt of information using such Systems. You acknowledge that you are using the Interface and NYDIG’s Service for your convenience, have made your own independent assessment of the adequacy of the Internet and Systems and that you are satisfied with that assessment. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems nor are we responsible for notifying you of any upgrades, fixes, or enhancements to, or for providing technical or other support for your Systems.
TEXT MESSAGES, CALLS AND/OR EMAILS TO YOU
By providing us with a telephone number (including a wireless/cellular, mobile telephone number and/or email address), you consent to receiving calls from us and our service providers at that number INCLUDING THOSE MADE BY USE OF AN AUTOMATIC TELEPHONE DIALING SYSTEM ("ATDS"), and/or emails from us for our everyday business purposes (including to keep you informed about the Interface and NYDIG’s Service, to collect any amounts owed to us, identity verification, and to provide fraud, security breach, or identity theft alerts). You acknowledge and agree that such telephone calls include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an ATDS from us or our affiliates and agents. You understand that you are not required to provide consent to receive telephone calls or text messages via ATDS or prerecorded or artificial voice message calls as a condition to receiving the Interface and NYDIG’s Service and you may change the telephone number provided or withdraw your consent at any time by contacting us at 800-416-1917.
DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE INTERFACE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SERVICE PROVIDERS (INCLUDING NYDIG) EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INTERFACE AND NYDIG’S SERVICE, INCLUDING THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE INTERFACE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE OR UNCOMMON CIRCUMSTANCES, OR OTHER DISASTERS INCLUDING THIRD-PARTY DISTRIBUTED DENIAL-OF-SERVICE ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR REASONABLE CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH THE INTERFACE. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this subsection may not apply to you.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY ANY APPLICABLE LAW, WE AND OUR SERVICE PROVIDERS (INCLUDING NYDIG, AND OUR AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES) WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY AND ALL DAMAGES INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, TRADING LOSSES OR OTHER DAMAGES THAT RESULT FROM YOUR USE OR LOSS OF USE OF THE INTERFACE OR NYDIG’S SERVICE OR ANY THIRD-PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, DELAYS IN OR THE INABILITY TO ACCESS EBANKING, DELAYS IN OR THE INABILITY TO ACCESS NYDIG’S SERVICE, DELAYS IN OR THE INABILITY TO LOGIN TO YOUR QUALIFIED SOUTHLAND ACCOUNT, IF YOU FAIL TO MEET ELIGIBILITY REQUIREMENTS, ANY CLOSURE EVENT, IF YOUR MEMBERSHIP IS NOT IN GOOD STANDING, OR IF YOU ARE OTHERWISE DENIED ACCESS TO THE INTERFACE OR NYDIG’S SERVICE; OUR INABILITY TO TRANSMIT ORDERS OR INSTRUCTIONS THROUGH THE INTERFACE OR NYDIG’S SERVICE, THE LOSS OR CORRUPTION OF DATA THROUGH THE INTERFACE OR NYDIG’S SERVICE, AND ANY INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR EVEN IF SUCH LOSSES WERE FORESEEABLE. WE AND OUR SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH WE DO NOT HAVE DIRECT CONTROL (SEE, E.G., “FORCE MAJEURE OR UNCOMMON CIRCUMSTANCES” ABOVE). THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, WE ARE FOUND LIABLE FOR ANY LOSS, DAMAGE, OR INJURY UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS OF SERVICE, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF $100.00. IF YOU ARE LOCATED IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless us and our affiliates, NYDIG and its affiliates, and other third parties that assist with the Interface or NYDIG’s Service, including the employees and contractors of each of these, from any loss, damage, claim or demand (including attorney’s fees) made or incurred by any third party due to or arising out of your breach of these Terms and/or your use of the Interface or NYDIG’s Service. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Interface, NYDIG’s Service and/or these Terms.
The Terms are in addition to all other terms, conditions, and agreements regarding your Membership with SOUTHLAND. NYDIG is the provider of NYDIG’s Service and NYDIG’s Terms control in the event of any conflict between the Terms and NYDIG’s Terms as they relate to NYDIG’s Service.
We may revise or supplement the Terms from time to time. The revised version will be effective at the time we post it, unless otherwise noted or prohibited by law. To the extent required by applicable law, we will provide you prior written notice of any such amended Terms.
No waiver of any provision of the Terms will be deemed to have occurred by our failure or delay in exercising any right or remedy provided in the Terms. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
If any provision of the Terms is deemed unenforceable or void, that provision will be limited and construed to make it enforceable, or, if such limitation or construction is not possible, that provision will be deemed stricken from the Terms and the remaining Terms in full force and effect.
COMPLETE AGREEMENT, CAPTIONS, AND SURVIVAL
The captions of sections in these Terms are for convenience only and shall not control or affect the meaning or construction of any of the provisions of the Terms. The following sections as well as any other terms which by their nature should survive, will survive the termination of this agreement and Terms.