Effective date: July 30, 2020
IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE BLEND WEBSITE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW.
We may, from time to time, modify these Terms. If so, we will post the updated Terms on the Website. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Website. The updated Terms will take effect after their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the Mandatory Arbitration and Class Action Waiver section of these Terms. Your continued use of the Website after any such update constitutes your binding acceptance of such changes.
If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at email@example.com.
- Eligibility and Scope
Eligibility. To use the Website you must be, and represent and warrant that you are, of legal age (18 years of age or older or otherwise of legal age in your jurisdiction, or, if you have parental consent, 13 years of age). If you’re agreeing to these Terms on behalf of an organization, entity, or co-applicant, you represent and warrant that you are authorized to agree to these Terms on behalf of that organization, entity, or co-applicant and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization, entity, or co-applicant). If Blend has previously prohibited you from accessing the Website, you do not have permission to access the Website.
- Our Proprietary Rights
The Website is owned and operated by Blend and contains material which is derived in whole or in part from material supplied by Blend and our partners, as well as other sources, and is protected by United States copyright laws and other intellectual property laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Website. You acknowledge that the Website has been developed, compiled, prepared, revised, selected, and arranged by Blend and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Blend and such others. You agree to notify Blend immediately upon becoming aware of any unauthorized access or use of the Website by any individual or entity or of any claim that the Website infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights shall, as between you and Blend, at all times be and remain the sole and exclusive property of Blend.
- License and Prohibited Conduct
Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Website only for your own internal, personal, or non-commercial use, and only in a manner that complies with all applicable laws. If your use of the Website is prohibited by applicable law, then you do not have authorization to use the Website.
Feedback. Any feedback you provide to us about your user experience with the Website, by email or through other mediums (including our interactive chat function), excluding information about you, shall be deemed to be non-confidential, and we assume no obligation to protect such information from disclosure or provide compensation to you. The submission of such information to us shall in no way prevent the purchase, manufacture, or use of similar products, services, plans, and ideas by us for any purpose whatsoever, and we shall be free to reproduce, use, disclose, and distribute the information to others without restriction.
Prohibited Uses. Use of the Website for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:
- Use the Website to harass, abuse, or threaten any other person;
- Provide information that is unlawful, harmful, deceptive, tortious, defamatory, libelous, or invasive of another’s privacy;
- Use the Website commercially, for benchmarking, or to compile information for a product or service;
- Copy, download (other than for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Website by any means except as provided for in these Terms or with the prior written consent of Blend;
- Scrape, access, monitor, index, frame, link, or copy any content or information on the Website by accessing the Website in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly available portions of the Website through a browser or accessing the Website through any approved API;
- Violate the restrictions in any robot exclusion headers of the Website, if any, or bypass or circumvent other measures employed to prevent or limit access to the Website;
- Upload or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock out,” or “metering” device, or any malicious code);
- Attempt to disable, overburden, or impair the proper working of the Website (including the use of any Maillist, Listserv, or any form of auto-responder or “spam”);
- Use the Website to distribute any other party’s intellectual property unless you have the right to do so, or remove or alter any copyright, trademark, or other proprietary notice contained on the Website;
- Make available trade secrets or other confidential or proprietary information, or provide any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to insider information, or confidential or proprietary information learned or disclosed as part of employment relationships or under non-disclosure agreements;
- Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity;
- Violate these Terms or any guidelines or policies posted by Blend; and/or
- Interfere with any other party’s use and enjoyment of the Website.
Please note that the terms and restrictions described in these Terms also apply to any content that you may be able to copy or download from the Website (e.g., guides and white papers).
Blend reserves the right, but not the obligation, in our sole and absolute discretion, to remove any information provided by you, and/or block access to the Website.
- Legal Compliance
In addition, please note that Blend is not in the business of providing professional services or legal, tax, or other advice through or relating to this Website.
- WARRANTIES AND DISCLAIMERS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK. BLEND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE WEBSITE. THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BLEND OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY. BLEND MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR PROMISE THAT THE PRODUCTS, SERVICES, OR WEBSITE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS.
- LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BLEND BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO BLEND IN CONNECTION WITH THE WEBSITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.
In the event that you have a dispute with any third party, you agree that Blend is under no obligation to become involved on your behalf. You release Blend, and our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way relating to such disputes and/or the Website. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.
- Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Sections 5 and 6. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Sections 5 and 6 specifically do apply to you.
- Third Party Links and Websites
Blend has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in, any third-party websites or by any third party that you interact with through or on the Website. In addition, Blend will not and cannot monitor, verify, censor, or edit the content of any third-party website or service. By using the Website, you release and hold us harmless from any and all liability arising from your use of any third-party website or service, and you acknowledge and agree that the terms and privacy policies of such third parties govern your interactions with and use of such websites and services.
- Modification and Termination
Modification of Website. Blend reserves the right at any time to modify or discontinue, temporarily or permanently, the Website (or any part thereof), with or without notice. You agree that Blend shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Website.
Termination. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Website at any time for any or no reason at all, with or without notice to you. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other agreements, (b) requests by law enforcement or government agencies, (c) discontinuance or material modification of the Website (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) activities related to protecting the rights, property, or safety of Blend, our agents and affiliates, or our users and the public, or (g) if you provide any information that is false, inaccurate, out-of-date, or incomplete. If we terminate your right to access the Website, these Term will terminate and all rights you have to access the Website will immediately terminate; however, certain provisions of these Terms will still apply post-termination, including without limitation, the Mandatory Arbitration and Class Action Waiver provisions.
- MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Application. You and Blend agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 11 is intended to be interpreted broadly and governs any and all disputes between us including but 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 these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at firstname.lastname@example.org, and provide a brief written description of the dispute and your contact information (including your username, if your dispute relates to a Platform account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Blend, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in the “Exception: Litigation of Intellectual Property and Small Claims Court Claims” subsection below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of Blend shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.
Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 2 Embarcadero Center, Suite 1500, San Francisco, California 94111; and (c) send one copy of the Demand for Arbitration to us at: ATTN: Legal, Blend Labs, Inc., 415 Kearny Street, San Francisco, CA 94108.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Blend will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Blend will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration.
Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND BLEND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to email@example.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) your first date that you used the Website that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Blend also will not be bound by them.
Changes to This Section. Blend will provide thirty (30) days’ notice of any changes to this section by posting on the Website. Amendments will become effective thirty (30) days after they are posted on the Website. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Mandatory Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Website.
Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Website.
- Controlling Law and Severability
These Terms will be interpreted in accordance with the laws of the State of California, without regard to its conflict-of-law provisions. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. If any part of these Terms is considered invalid, it shall be enforced as effectively as possible while all other provisions remain in full effect.
- General Terms
Force Majeure. Under no circumstances shall Blend or our licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond our reasonable control.
No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of Blend to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Blend and govern your use of the Website and the products and services provided by Blend through and in connection with the Website, and supersede any prior agreements between you and Blend on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Blend without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Blend. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Notices. We may deliver notice to you by posting a notice on the Website, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: firstname.lastname@example.org.
If you have any questions about these Terms, please contact us by email at email@example.com, or by mail at Blend Labs, Inc., 415 Kearny Street, San Francisco, CA 94108.
Restrictions. You expressly agree that if you are located in any member state that is part of the European Economic Area or any member state that has adopted the General Data Protection Regulation, you are not permitted to use the Website and you are not permitted to provide any personal data to us.