This Subly Account Agreement ("Agreement" or “Terms of Service”) is between you and Subly Media Inc. ("we" or "us" or “Subly”) and describes the terms and conditions that apply to your Subly Account (“Account” or “Service” or “Services”) or your Subly Wallet (“Wallet” or “Subly Wallet”). By buying, loading, unlocking, redeeming, or using your Subly Account and Wallet, you agree to these terms.
THESE ARE THE MOST CURRENT SUBLY ACCOUNT & WALLET TERMS AND CONDITIONS (“SUBLY ACCOUNT TERMS”) FOR THE U.S. AND
SUPERSEDE ANYTHING DESCRIBED ELSEWHERE.
PLEASE READ THESE SUBLY ACCOUNT TERMS CAREFULLY. BY USING SUBLY, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF
YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SUBLY SERVICE TO UNLOCK PAYWALLS.
Your acceptance of these Subly Account Terms constitutes your acceptance of the respective Subly Account Terms on all of your Devices that support a Subly Account & Wallet. Some features described below are only available on certain types of Devices.
Subly Wallet and support of your payment cards (as defined below) in the Subly Wallet section are provided in the United States by Subly Media Inc. and outside of the United States by other Subly affiliates.
This Agreement includes an arbitration agreement that governs any disputes between you and us. In arbitration, there is less discovery and appellate review than in court. This arbitration agreement and other provisions will:
You agree that we may provide notices, disclosures and amendments to this Agreement, and other information relating to your Subly Account, by electronic means, including by posting such materials and information online at: here.
We create a Subly Account for you upon signup. It enables you to load a dollar value onto your Subly Account from credit, debit, or prepaid cards, as well as third party payment services, in select locations, or within select apps or websites.
The Subly service is for use at paywalls in-use by content publishers, such as newspaper and magazine publishers. The dollar value that you load onto your Subly Account is a prepayment for the goods and services of participating business partners of Subly Media Inc. (“Media Partners”). We offer the Subly Account to make it easier for you to read what you want, quickly, and without a long-term commitment or recurring subscription cost or fixed payment frequency and to make your relationship with us more rewarding. Unless otherwise required by law or permitted by this Agreement, the dollar value in your Subly Account is nonrefundable and may not be redeemed for cash. The value in your Subly Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or National Credit Union Administration (NCUA), nor does it earn interest.
Subly and certain features of Subly may only be available in select regions, with select card issuers, payment networks, merchants, Media Partners, and other third parties.
The dollar value loaded in your account or Wallet is represented within the Subly service as Subly Tokens (“Tokens” or “Token”). A Token doesn't have any inherent value but simply represents a fixed percentage of a global currency, such as the US Dollar (USD). Tokens provide an easy way to quickly unlock content from Media Partners in a consistent way. Subly allows you to make online payments to Media Partners using Tokens through the use of the Subly service. This includes but is not limited to Subly branded unlock, purchase, or buy buttons within the Media Partner's content experience.
The Subly Wallet allows you to store multiple virtual balances of Tokens (collectively, “Profiles” or “Subly Profiles”), each of which may have a representation of a dollar value associated with a given login credential, including but not limited to personal, work, school, and one or more credit, debit, and prepaid cards to be used with Subly.
Subly Accounts & Wallets may only be available in select regions, with select Media Partners and on certain types of Devices.
In the United States and Canada, you can load value on your Subly Account by visiting any participating store, going online to https://www.subly.ink. There may be a delay from the time you pay the amount to be loaded onto your Subly Account and those funds being available for use.
You may not have more than $500 in value on any of your Subly Accounts at any time, and no more than $2,000 may be associated with any one Subly Account in a single day. This means that the activity on any one of your Subly Accounts cannot exceed $2,000 over the course of a day. The total value you may load onto all of your Subly Accounts, together with the value of any new Subly Accounts that you may purchase, may not exceed $10,000 on any given day. There is a minimum amount that you may load on any Subly Account at any given time, and that amount is typically $10 USD. We may change any of these amounts at any time without notice to you.
If you use a credit or debit card to purchase or reload your Subly Account, prior to charging your credit or debit card, an authorization process will occur for the amount of your purchase or reload transaction ("Transaction"). The authorization process will validate the credit or debit card number, status, available credit or funds and billing information to ensure that it matches what the bank or card company has on file. Your bank or Subly may attempt to contact you for additional information prior to authorizing the Transaction amount.
For credit cards, once an authorization is received, you may notice a decrease in your available credit line. Your bank may hold this dollar amount from your credit line or available balance for a short period of time determined by the policy of your bank before your Transaction is fulfilled. For debit cards, your bank may pre-authorize a charge to your deposit or checking account and place a temporary hold on the funds before your Transaction is fulfilled. Regardless of whether you use a credit or debit card, your card will be charged only upon fulfillment of your Transaction. If your Transaction is cancelled, Subly will request an authorization reversal on your behalf. Reversal times may vary. We recommend contacting your bank or credit card company to learn about their authorization and authorization reversal policies.
All Tokens created in your Subly Account are denominated in the currency of the country in which the purchase occurred (the "base currency"). When you redeem Tokens in a different country, your Account balance is reduced by the number of Tokens required by that content at that time. No fees or other charges are made to your Subly Account for any currency conversion. However, note that your bank or card provider may charge you a separate fee if you are using a credit or debit card or other accepted payment method to load your Subly Account outside of the U.S. Subly does not receive any portion of, and does not have any control over, any such fee. Although the actual balance of your Subly Account is kept in the base currency, the balance shown on your receipt will be in the local currency when charged. Transactions that occur on our website are denominated in U.S. dollars. Currency conversions are based on currency exchange rates applicable on the date of the Transaction.
You can reload your Subly Account on our website or, to make reloading your Subly Account easier, you can link a payment method to your Subly account (which you can access at https://www.subly.ink/account and reload either manually online when you choose or set up auto-reload. With automatic reload, you simply set the reload amount and the balance at which you want to reload your Subly Account and provide us with payment information. We will send you an email or SMS text message confirming the automatic reload Transaction terms and bill your credit card or debit card according to the schedule and amount you have selected. We will also send you an email or text message after each reload to let you know your Subly Account has been reloaded. You can change your reload preferences at any time, but changes may take up to twenty-four (24) hours to go into effect.
To discontinue the automatic reload feature, you must log-in to your Subly account at https://www.subly.ink/account at least twenty-four (24) hours before the next reload. Once the dollar value is loaded, the Transaction cannot be reversed.
At Subly, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
You may choose to share or content with other people. These operations are dependent on the terms of use and functionality of the systems used to share that content. See Section 6.
You may be required to register with Subly in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by a Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy.
Subly Accounts are not targeted towards, nor intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, you may only use Subly Service, a Subly Account, and/or Subly Wallet under the supervision of a parent or legal guardian who agrees to be bound by this Agreement.
You may never use another's account, and you may not provide another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the Services. If you fail to maintain control of a device, other users may access the Services through your account and may be able to access certain of your account information. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify Subly of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Subly will not be liable for any loss or damage arising from your failure to comply with this Section.
Subly reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Subly will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law.
You acknowledge that Subly may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Subly servers on your behalf. You agree that Subly has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Subly reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Subly reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Services may include certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number. By providing your telephone number, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under these Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Subly account information to ensure that your messages are not sent to the person that acquires your old number.
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Services. Subly reserves the right to investigate and take appropriate legal action against anyone who, in Subly' sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:
To the extent the Services or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Subly information regarding your credit card or other payment instrument. Unless otherwise stated, any fees are quoted in local currency. You represent and warrant to Subly that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Subly the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and this Terms of Service. You hereby authorize Subly to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Subly know within sixty (60) days after the date that Subly charges you. We reserve the right to change the prices of any Service. Your continued use of the applicable Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Subly's net income.
Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any Subly Services is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Unless otherwise expressly authorized herein or by Subly in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, access to the Services, or those of our Media Partners. The Services are solely for your non-commercial, personal, entertainment use.
You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Subly, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Subly from accessing the Services (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Subly, our affiliates and our Media Partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Subly.
The Subly name and logo are trademarks and service marks of Subly (collectively the “Subly Trademarks”). Other names and logos of products and services that are used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Subly. Nothing in this Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Subly Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Subly Trademarks will inure to our exclusive benefit.
Under no circumstances will Subly be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Subly does not pre-screen content, but that Subly and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Subly and its designees will have the right to remove any content that violates these Terms of Services or is deemed by Subly, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
With respect to the content or other materials you upload through the Services or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant Subly, its affiliated companies and partners (including but not limited to Subly Media Partners, employees, vendors, directors, and advisors and other third parties providing information through the Services, collectively “partners”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Services (“Submissions”), provided by you to Subly, its affiliated companies or partners are non-confidential and Subly, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Subly may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Subly, its users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Subly does not provide medical advice. Subly may suggest articles, stories, or papers that provide general information regarding health, wellness, and physical exercise through its Services. You acknowledge and agree that the Services are not intended to be, and will not be used as, a substitute for medical treatment by a health care professional. You agree to consult your healthcare provider before initiating any physical exercises or wellness practices, and follow your provider's advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or strenuous health, wellness, and physical exercises. You agree that Subly will not be liable for any injury, loss, or damages arising from your access or practice of the Services' health, wellness, and/or physical exercise content.
Subly does not provide legal advice. Subly may suggest articles, stories, or papers that provide general information regarding legal issues through its Services. You acknowledge and agree that the Services are not intended to be, and will not be used as, a substitute for professional legal advice. You agree to consult your own legal professional before acting on any information suggested by or purchased through Subly.
Subly respects the intellectual property of others. If you believe in good faith that any materials on the Services infringe upon your copyrights, please send the following information to Subly's Copyright Designated Agent at legal@subly.ink:
You may also contact our Copyright Designated Agent by mail with a complete set of the above information at:
Copyright Designated Agent for Subly Media Inc.
c/o Seed IP Law Group LLP
701 Fifth Avenue, Suite 5400
Seattle, WA 98104-7064
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the District of South Dakota and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Subly will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
In accordance with the DMCA and other applicable law, Subly has adopted a policy of terminating, in appropriate circumstances and at Subly's sole discretion, users who are deemed to be repeat infringers. Subly may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Our Service allows you to share content, including links, on third-party social media platforms and messaging applications, such as X, Facebook, WhatsApp, WeChat, and others (“Third-Party Platforms”). Your use of these Third-Party Platforms is governed by their respective terms of service, privacy policies, and other applicable policies, which are independent of our control. You agree to comply with these policies and applicable laws when sharing content through our Service. We do not guarantee the availability, functionality, security, or performance of any Third-Party Platform, including their ability to display, process, or track shared content (e.g., links, referral codes, or tracking parameters).
Our Service may append tracking parameters (e.g., sharing IDs or similar identifiers) to links shared via Third-Party Platforms to monitor engagement, attribution, or other analytics purposes. These tracking parameters are subject to the policies and technical limitations of the Third-Party Platforms, and we do not guarantee their functionality or retention by those platforms. For more information on how we handle tracking parameters, please refer to our Privacy Policy.
Subly is not responsible for any interruptions, errors, changes in functionality, or discontinuation of services caused by Third-Party Platforms, including their policies or technical limitations. You acknowledge that your ability to share content via our Service may be affected by the terms, restrictions, or actions of Third-Party Platforms. Additionally, Third-Party Platforms or shared links may provide access to other sites, content, goods, or services on the Internet. Subly has no control over, does not endorse, and is not responsible for such sites, content, goods, or services.
We disclaim all liability for any loss, damage, financial harm, or inability to use our Service resulting from your interactions with Third-Party Platforms or reliance on any content, goods, or services available through them. Any dealings you have with third parties, including those found through shared links or Third-Party Platforms, are solely between you and the third party, and Subly is not liable for any loss, claim, or damage arising from such dealings. Subly reserves the right to modify or discontinue integrations with Third-Party Platforms at any time without notice.
You may enable or log in to the Services via various online third party services, such as social media and social networking services like Facebook (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy.. For more information about the implications of activating these Social Networking Services and Subly's use, storage and disclosure of information related to you and your use of such services within Subly (including your friend lists and the like), please see our Privacy Policy..
You may choose to share links or metadata to Service Content purchased using the Services. The information shared may range from simple links, to links and metadata. In addition, the Service may enable you to share pre-paid links and metadata, called Gifting (“Gifting” or “Gifts”). When you share Gifts through email, SMS, RCS, Social Networking Services like LinkedIn, Facebook, or Messaging Systems (“Messaging Apps”) like WhatsApp or WeChat, Subly is not responsible for the end-to-end completion of the sharing. These systems and their operation are governed by the Terms associated with each of those services.
However, please remember that the manner in which Social Networking Services and Messaging Apps use, store and disclose your information is governed solely by the policies of such third parties, and Subly shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Services.
In addition, Subly is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Subly is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Subly enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
To the fullest extent permitted by law, you agree to release, indemnify and hold Subly and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SUBLY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SUBLY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SUBLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUBLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL SUBLY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SUBLY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.
(i) Informal Dispute Resolution Procedure. If a Dispute (as defined below) arises between you and Subly, Subly is committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first use good faith efforts to settle the Dispute informally and directly through consultation and negotiations before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address utilized as your username and profile associated with your account, if applicable, to Subly, 8201 164th Ave NE, Ste 200, Redmond, WA 98052 and legal@subly.ink. The written description must be on an individual basis and provide, at minimum, the following information: your name and contact information; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Subly. Unless the parties agree to extend the period for informal resolution, if the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Subly agree to the further Dispute resolution provisions below.
The informal dispute resolution procedure in this section 10(i) is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure.
(ii) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@subly.ink. If you are a Subly Account holder, any demand filed by you initiating arbitration must include the email address or phone number you used to log onto Subly, as well as any profile associated with that account that is controlled by you.
You and Subly agree that the terms of this Section 10 (collectively the “Arbitration Agreement”) govern 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, the Terms of Service, or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (each a “Dispute” and collectively “Disputes”).
The parties further agree that the determination of the scope, enforceability, or applicability of this Arbitration Agreement, including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) will be resolved exclusively by final and binding arbitration in accordance with this Section 10.
The only matters excluded from this Arbitration Agreement are the litigation of certain intellectual property and small court claims, as provided below.
This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.
The parties agree that this Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.
Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
(iii) Class Arbitration and Collective Relief Waiver. YOU AND SUBLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VI) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF SUBLY PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.
With the exception of this subpart (iii) and subparts (vi) and (vii) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, this subpart (iii) or subparts (vi) or (vii) are found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Subly shall be entitled to arbitrate their Dispute.
(iv) Arbitration Rules. The arbitration will be administered by NAM and conducted before a single arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.
(v) Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in Seattle, Washington (unless otherwise agreed by the parties). The arbitrator shall apply Washington law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.
If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Subly submit to the arbitrator, unless the arbitrator determines that a hearing is necessary, or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.
Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Subly (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).
(vi) Mass Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Subly (a “Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 10 demands per batch (to the extent there are fewer than 10 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each demand within the batch (the same arbitrator may preside over multiple demands in a batch if the relevant claimants and Subly so agree); (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 10 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Subly and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (vi) that the staged process of batched proceedings, with each set including 10 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved; and (vii) to make good faith efforts to resolve each batch of demands within 180-days, failing which any of the claimants or Subly may cease arbitration and file in a court of competent jurisdiction.
Arbitrator selection for the demands in each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings for each demand within a batch will be conducted.
You agree to cooperate in good faith with Subly and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of demands. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of demands necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Subly otherwise consents in writing, Subly does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subpart (vi). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.
The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (vi) or the engagement of a mediator in subpart (vii) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Subly shall be entitled to arbitrate any claim that is a part of the Mass Filing.
(vii) Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a NAM mediator selected from a group of 5 mediators initially proposed by NAM, with Subly and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Subly, the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Subly or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Subly nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.
(viii) Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these Terms of Service and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Disclaimer and Limitation of Liability” section of these Terms of Service as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.
(ix) Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Subly will pay any filing and hearing fees in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.
The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
(x) 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to legal@subly.ink with the subject line, “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of (a) June 19, 2025; or (b) your first use of the Services, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, and Subly also will not be bound by it.
(xi) Changes. Subly will provide thirty (30) days’ notice of any material changes to this “Binding Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after Subly provides notice and will apply to all claims not yet filed regardless of when such claims may have accrued. If Subly changes this “Binding Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Service 30 days after such change will be deemed acceptance of those changes.
You agree that Subly, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Subly believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. Subly may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Subly may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that Subly will not be liable to you or any third party for any termination of your access to the Services.
You agree that you are solely responsible for your interactions with any other user in connection with the Services and Subly will have no liability or responsibility with respect thereto. Subly reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
These Terms of Service constitute the entire agreement between you and Subly and govern your use of the Services, superseding any prior agreements between you and Subly with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of South Dakota without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 10 above, you and Subly agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Minnehaha County, South Dakota. The failure of Subly to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Subly, but Subly may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall Subly be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services.
Please contact us at 8201 164th Ave. NE Ste 200, Redmond, WA or, legal@subly.ink to report any violations of these Subly Account Terms or to pose any questions regarding this Agreement or the Services.