Welcome to Sandstone Financial. Before using our Rxinvoice application, it is important to understand our rules.
Accepting these Terms
This document, our rules, policies and the other documents referenced make up our Terms of Service (“Terms”). The Terms are a legally binding contract between you and Sandstone Financial Inc (“Sandstone Financial”). This contract sets out your rights and responsibilities when you use Sandstone Financial and our Service (the “Service” includes the “Website” and the application for your mobile device (the “App”), as well as all related websites, networks, downloadable software, and other services provided by us and on which a link to the Terms or Help Center are displayed) provided by Sandstone Financial. Please read them carefully.
BY USING OUR SERVICE, YOU’RE CREATING A LEGALLY BINDING CONTRACT TO COMPLY WITH ALL THE TERMS.
We may amend the Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If we change the Terms in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.
Some important introductions for you…
1. Description of the Service
•The Service is comprised of a factoring business and a payment solution to customers to simplify and streamline invoice payables on our factored invoices. Sandstone Financial also does not sell or purchase physical goods itself, take possession of the goods, either for itself or on behalf of users or others. We factor invoices from our partner vendors at the direction of the customer and their intention to utilize our services. While Sandstone Financial may take ownership of the unpaid invoices and offer its own modified payment terms to the customer the vendors and customers are entirely responsible for the initial sale of goods (referred to herein as “goods”, “products” or “items”) transactions between them, including without limitation the listing of goods and any applicable product warranties. Vendors and customers are collectively referred to herein as “Users” of the Service.
•Sandstone Financial may provide payment processing services through third party service providers for its factored invoices. Users can pay with and accept payment by credit card, debit card, and ACH means. Our vendors partners may have funds from sales deposited into their designated bank account or issued a check.
•Any disputes related to the product delivery or conditions related to the sale will be handled on a case by case basis but Sandstone Financial will not issue refunds or adjustments related to paid invoices directly to the customer. Sandstone is responsible for the collections of the invoices and customer inquires but will not be responsible for refunds, chargebacks or payment reversals. and providing customer service in relation to questions related to the App, but is not and shall not be involved in disputes between Users.
•Sandstone Financial is also a licensed money services business in the U.S. jurisdictions listed on our Licenses/Disclosures page. Residents of certain states may have rights regarding concerns or complaints with our payment services; see the Money Transmitter Licenses page for more information.
•By accepting these Terms, you acknowledge that you will provide accurate information to Sandstone Financial to comply with our regulatory requirements in providing payments services to you. Further, your acceptance of the Terms includes acceptance of our Privacy Policy.
2. Other Terms Which Apply
For an individual to have a Sandstone Financial account you must be a resident of the United States and at least 18 years old, or the age of majority in your state of residence.
By using the Service, you agree to comply with the following policies and any additional policies that we may notify you of from time-to-time apply to you (“Policies”). These Terms apply to all Users:
•Electronic Communications Delivery Policy (E-sign Disclosure and Consent)
Sandstone Financial helps healthcare businesses in the U.S improve on their cashflow processes and helps reduce the administrative burden on these entities. The following Terms may apply, depending on how you use our Service.
Customer Rules - If you use our Service to browse or purchase, these additional Policies apply to you.
Intellectual Property Owners- If you are the owner or authorized agent of the owner of copyrighted or other protected intellectual property, the DMCA Policy describes your rights and obligations to have your content removed from the App.
Law Enforcement or other licensing body and Information Requests- If you are contacting us to request information about a User or Transaction from an authorized law enforcement agency please contact us directly.
3. Your Account with Sandstone Financial
You’ll need to create an Account with Sandstone Financial to use some features of our Service. If Sandstone Financial determines that your use of an Account violates any of our Terms, or is otherwise inappropriate or illegal, Sandstone Financial may, at its sole discretion, take action, up to and including termination of your account. If you have previously violated our Terms using another account, refuse to provide information, or if We are unable to verify the information you provided, you may be ineligible for an Account.
Here are a few rules about Accounts with Sandstone Financial:
•A User shall not use an Account for money laundering or any illegal purpose or in violation of any law or regulation or provision of these Terms. As a condition for using the Service, we hold all customers or vendors accountable for violations of law, violations of these Terms and all applicable policies.
•You must be 18 years of age or older and hold an ownership or executive position at a licensed entity to have an account.
•You may only register for and maintain one Account per entity. You may be required to provide us with current and accurate information about your business and yourself (such as your name, address, date of birth, Social Security number, and/or a copy of your driver’s license or other government-issued identification) (“User Information”). We may verify your User Information with a third-party vendor. We also may request you to send us additional documents or information to help us verify your identity. It is prohibited to use false information or impersonate another person through your Account.
•If you make purchases, you will be asked to provide information about your Payment Instrument(s), which may include a credit card, debit card, account or credit balances, or another payment method permitted by us. Payment Instruments may be stored with us for future use and at your direction be used for future payments on a scheduled basis. We may validate that your Payment Instrument is in good standing with the Payment Instrument issuer. You agree that the User Information and Payment Instrument information you provide to us is accurate and that you will keep it updated.
•You also are responsible for ensuring your Account accurately reflects your current User Information.
•You are responsible for keeping your Account password secure. See Our Safety Guidelines for tips on keeping your Account secure. If you believe your account has been compromised please contact [email protected].
4. Termination by You
You may terminate your Account with 60 days notice with Sandstone Financial at any time by notifying us at [email protected]. Terminating your Account will not affect the availability of some of your listing content that you posses through the Service prior to your termination and completed transaction information. Users are still responsible for all fees and invoice payments owed to Sandstone Financial, even after you close your Account. You remain obligated to resolve any disputes with other Users that are the result of purchases or sales of goods occurring prior to termination. Sandstone Financial-issued Credits are invalid and expire upon termination of your account.
5. Scope of License
The App and Website are licensed, not sold, to you for use only under our Terms. Sandstone Financial reserves all rights not expressly granted to you. Sandstone Financial hereby grants your business a personal, limited, revocable, non-transferable license to use the App and Website on a single compatible device that you own or control, solely for your own personal use.
You may not modify, alter, reproduce, distribute or make the App or Website available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App or Website.
You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App or Website, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or regulation or third party terms), nor attempt to disable or circumvent any security or other technological measure designed to protect the App or Website or any content available through the App or Website.
The Service may include open source software or third party software. Any such software is made available to Users under the terms of the applicable licenses.
6. Third Party Services and Linked Websites
The Privacy Policy applies to your use of the Service and you consent to the collection and use of your information, including personally identifiable information by Sandstone Financial. Our Service may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook) that enable you to export information to third party services. You may also need to use a third party’s product or service to use some features of our Service (like a compatible mobile device to use our mobile apps) or use through our implementation of third party buttons (such as "share" buttons). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. Sandstone Financial is not a party to those agreements; they are solely between you and the third party.
7. Your Content
Content and invoice details that you post using our Service must be content you own or have the right to use (so let’s refer to it as “Your Content”). That includes anything you post or message using our Service (like usernames, shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, etc.).
•Responsibility for Your Content. You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.
•Permission to Use Your Content. By posting Your Content through our Service, you grant Sandstone Financial a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help Sandstone Financial function and grow. That way, we won’t infringe any rights you have to Your Content.
•By posting Your Content on all submitted financial instruments and any other legal documents, you grant Sandstone Financial a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Service and to promote Sandstone Financial, or the Service in general, in any formats and through any channels, including across any Sandstone Financial Service or third-party website or advertising medium.
•Reporting Unauthorized Content. Sandstone Financial has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Service. If content that you own or have rights to has been posted to the Service without your permission and you want it removed. If Your Content infringes another person’s intellectual property, we will remove it if we receive proper notice. We will notify you if that happens.
•Inappropriate, False or Misleading Content. This should be common sense, but there are certain types of content we don’t want posted on Sandstone Financial’s Service (for legal reasons or otherwise). You agree that you will not post any content that is a normal description, abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of our Prohibited Items Policy, Prohibited Conduct Policy or any part of our Terms. You also agree not to post any content that is false, misleading or uses the Service in a manner that is fraudulent or deceptive.
8. Your Use of Our Service
License to Use Our Service. We grant you a limited, non-exclusive, non-transferable and revocable license to use our Service—subject to these Terms and the following restrictions:
•Don’t Use Our Service to Break the Law. You agree that you will not violate any laws in connection with your use of the Service. This includes any local, state, federal and international laws that may apply to you. It’s your responsibility to obtain any permits or licenses and have proof of ownership or receipts if required. You may not use Sandstone Financial Service to commit fraud, theft or any other crimes against Sandstone Financial, another Sandstone Financial user or a third party.
•Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code.
•Agreement to Receive Electronic Communications. By using our Service, you’re agreeing to our Electronic Communications Policy, which describes how we provide that information to you. It says that we can send you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment), and that your electronic agreement is the same as your signature on paper.
•Items You Purchase. Sandstone Financial does not manufacture, store or inspect any of the items sold through our Service. We provide the venue for factored invoices so Sandstone Financial cannot and does not make any warranties about items’ quality, safety or legality. Any legal claim related to an item you purchase must be brought directly against the fulfillment vendor of the item. You release Sandstone Financial from any claims related to items sold through our Service, including for defective items, misrepresentations by vendors or items that caused physical injury (like product liability claims).
•Content You Access. You may come across materials that you find offensive or inappropriate while using our Service. Sandstone Financial is not responsible for the decency, accuracy, copyright compliance, or legality of content posted by Users that you accessed through the Service. You release us from all liability relating to that content.
•People You Interact With. You can use the Service to interact with other individuals. However, you understand that we do not screen Users of our Services, and you release us from all liability relating to your interactions with other Users. Please report Users who engage in Prohibited Conduct in the Help Center so we may review their account. Please also follow our Safety Guidelines.
•Other Disclaimers/Warranties.
•Sandstone Financial is dedicated to making our Service the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing or usage of trade.
•We do not guarantee that the Service will be secure or available at any particular time or location; or that any defects or errors will be corrected; or the results of using the Service will meet all your expectations. We will take every reasonable effort to ensure that the Service will be free of viruses or other harmful materials and to correct defects once identified.
9. Suspension or Termination by Sandstone Financial
Sandstone Financial reserves the right to change, suspend or discontinue any of its Services, in whole or in part at any time for any reason, without notice (unless required by law).
We may refuse service to anyone and may terminate or suspend your Account (and any related Accounts) and your access to the Service in whole or in part at any time, for any reason, without notice unless required by law). For example, Sandstone Financial will promptly terminate without notice the Accounts of Users who are determined by Sandstone Financial to be "repeat offenders." A repeat offender is a User who has been notified of a violation of our Terms, engages in infringing activity, or is considered to have invoice misrepresentation and payment retraction for unjustified reasons.
If we terminate or suspend your Account or access to our Service due to any number of reasons including but not limited to technology, legal, financial and security considerations:
•You don’t have a contractual or legal right to continue to use our Service
•We will not be liable to you for the effect that any changes to the Service may have on any User, including your income or your ability to generate revenue through the Service or for any administrative costs and any other form of costs related to delays with regard to payment processing or future product procurement or fulfillment.
•You remain responsible for fees, chargebacks/funds reversals, returns or refunds requested and remain obligated to resolve any disputes with customers and any past, present or future invoices that are a result of purchases or sales of goods occurring prior to termination/suspension.
•Funds may be held for up to 180 days to seek reimbursement from a vendor in any of the following circumstances: When (a) we provide a refund to a Customer because a Vendor did not deliver the goods or we otherwise determine that a refund is warranted in a particular circumstance; (b) we discover erroneous or duplicate transactions related to a Vendor; (c) we receive a chargeback or payment reversal from a Customer's Payment Instrument issuer for the amount of a Customer's purchase from a Vendor that cannot be readily solved; or (d) a Vendor does not act in accordance with Sandstone Financial’s Terms of Use.
•We may obtain reimbursement of any amounts owed by a Vendor to Sandstone Financial by deducting from future payments owed to the Vendor, reducing any credits from the vendor’s Sandstone Financial Account balance, charging any of the Vendor's Payment Instrument(s) on file, or seeking reimbursement from the Vendor by any other lawful means, including by using third-party collections services. You authorize us to use any or all of these methods to seek reimbursement.
•Sandstone Financial will make refunds or other payments owed to you, as required by applicable law or regulation.
10. Buying and Selling Generally
Prohibited Transactions. When buying a product, in addition to the limitations in our Prohibited Items and Prohibited Conduct Policies, Customers also must not place orders without the intent to purchase, purchase goods for consumer use, or place any order that is determined by Sandstone Financial to be fraudulent or illegal. You agree to only pay us for bona fide purchases of goods for resale, and may not use to transfer money between a Customer and Vendor that is unrelated to a purchase of goods.
Sales Contract. Unless a sales contract is not in effect before hand a sales contract for a invoice will be formed with the Vendor when the Customer completes the steps needed to enroll with us, and at the very moment agrees to or takes the steps to pay each invoice for purchases of products that were successfully delivered and accepted but before payment is made by the Customer. The Vendor and the Customer shall not assign to a third party, provide as security, or otherwise dispose of their rights and obligations arising under such sales contract.
Sandstone Financial’s Role. Vendor agrees that Sandstone Financial and its designated payment processor act as factors to the transaction in processing payments for purchases. A Customer’s obligation to invoice held by Sandstone for the purchase price shall be deemed extinguished upon bank receipt by Sandstone Financial of the purchase price (except for Customer’s obligations in the event of a chargeback or other payment reversal). Sandstone Financial and its designated payment processor will process payment to Vendor according to the Vendor Factoring agreement timelines. Sandstone Financial will make commercially reasonable efforts to credit Vendor’s earnings balance with Sandstone Financial within ten (10) business days or as outlined in Vendor Factor Agreement of receipt of the settled payment proceeds by Sandstone Financial. Sandstone Financial has the right to ask for Vendor’s original invoice, all transaction details, delivery and tracking details and customer acknowledgment of satisfactory delivery and product acceptance before a payment may be made for open Vendor invoices and may retain payments until Vendor’s transaction details have been verified and confirmed.
11. Fees Generally
For each invoice Sandstone Financial may charge fees of up to $2 fee for Direct Deposit requests under $10, and a $25 processing fee if a Direct Deposit transfer is rejected by your bank. All other fees associated with a transaction and/or shipping are communicated to the User at time of transactions.
12. Customer Transactions and Fees
Purchases made by Payment Instrument through the Service are also subject to the terms and conditions between Customer and the issuer of the Payment Instrument.
When Customer requests to make a purchase payment to Sandstone Financial Customer authorizes Sandstone to submit charges or credits (in the case of refunds/reversals), as applicable, to the Customer’s Payment Instrument. Please note Sandstone does not offer refunds outside of our Refund Policy. By agreeing to these Terms, you authorize Sandstone Financial and its payment processor to charge or debit your designated Payment Instrument, as applicable, when you make transactions or incur fees for the Service. Refunds under a certain dollar amount may be issued in Sandstone Financial Credit rather than requiring a shipping return to the Vendor and a refund to the payment instrument at Sandstone Financial’s discretion. If a sales contract is formed, the Customer shall pay the total amount of the product price and any applicable shipping fees. All shipping costs paid by Sandstone or Vendor will be included in the invoice.
13. Vendor Fees.
As outlined in the Vendor Factoring Agreement.
If the Vendor chooses to use the shipping label provided by Sandstone Financial when listing a product, the Vendor also agrees to pay Sandstone Financial the applicable "Shipping Fee."
Any Transaction Processing Fee or third party fees associated with the customer payment and Shipping Fee will be subtracted from Vendor’s payments.
14. Cancellation of a Transaction; Refunds
If a Customer receives an item that’s damaged, not as described at point of sale or is sent the wrong item, the Customer must report the problem to us within 2 (two) days of delivery, or within such longer time as required under applicable law or regulation, through “Contact Us” on our website. Items may be returned to the Vendor, as Sandstone Financial permits, for a refund.
Any refund will be issued to the original form of payment, or if a return of the item is not required, the customer may be issued a refund in Sandstone Financial Credit. We do not provide refunds or returns for Prohibited Items.
Transactions where payment is sent outside of the Sandstone Financial platform may cause duplication in payment and delays in processing. Such payments may not show on your account profile and Sandstone Financial takes no liability for lost, duplication, delayed and inaccurate recording of payment processing.
15. Redeeming and Using Earnings; Earnings Limitations
Sandstone Financial and/or its banks or processors may impose additional limitations on the dollar amount or frequency of bank deposits or check payments or use of earnings; these limitations are subject to change without notice.
16. Transaction Records, Receipts and Customer Service
Receipts may not be issued to Users for payments made or received on the Service, except as required by applicable law or regulation.
Records of your payment transactions through the Service and Sandstone Financial Account balance transactions will be reflected in your transaction history in your Sandstone Financial Account. You are responsible for reviewing your payment transaction history to determine if there are any errors or unauthorized transactions, and for alerting Sandstone Financial of such events through Contact Us on our website. It is your obligation to print or save a copy of your transaction history if desired.
17. No Interest.
Sandstone Financial and its bank do not pay interest to you on earnings or any other funds which may be maintained in an Account or otherwise with Sandstone Financial. You assign to Sandstone Financial the right to earn interest on earnings or other funds maintained with Sandstone Financial and its bank.
18. Handling of Credits
A user may earn Credits by participating in various campaigns offered through the Service or as otherwise explicitly provided by Sandstone Financial. The amount of Credits that may be earned and other conditions for earning Credits shall be subject to the applicable Credit campaign rules provided by Sandstone Financial. To the extent permitted by applicable law or regulation, Sandstone Financial may change the rules at any time, and may terminate the entire Credits system without any refund or other compensation for existing Credits. "Credits" means credits that can be used solely to purchase eligible products through the Service in accordance with these Terms.
•A user may redeem their Credits to purchase eligible products through the Service at the rate of 1 unit = 1 USD, unless Sandstone Financial has displayed separate terms of use on the Service, and in which case, such terms shall apply.
•A user will not be able to exchange Credits for cash, property, or any other economic benefits other than for the purchase of eligible products at named Vendors that are specified by Sandstone Financial. A user will not be able to transfer Credits to any other User or person. Credits may be refunded in accordance with applicable laws and regulations and displayed by the Service. A user is responsible for any unauthorized use of his or her Credits. Warranties and Limitation of Liability
•Credits expire at 11:59 PM Eastern Standard Time 30 days following the date on which the Credits were earned, if Sandstone Financial has informed the User of a separate period at or prior to the issuance applicable to particular Credits, such period shall apply to those Credits. Once expired, Credits will not be reinstated.
19. Handling of Coupons
A user may earn Coupons by participating in various campaigns offered through the Service or as otherwise explicitly provided by Sandstone Financial. The value that may be earned by using Coupons and/or other conditions of Coupons shall be subject to the applicable campaign rules provided by Sandstone Financial. To the extent permitted by law or regulation, Sandstone Financial may change the rules and may terminate the entire Coupons system without any refund or other compensation for existing Coupons and/or Credits earned by using Coupons. "Coupons" means coupons that can be used to earn Credits, and/or to get discounts and/or for other purposes specified in the applicable campaign rules provided by Sandstone Financial, through the Service in accordance with these Terms.
•A user will not be able to exchange Coupons for cash, property, or any other economic benefits other than for Credits and/or any other benefits through the Service.
•A user will not be able to transfer Coupons to any other user or person.
•Sandstone Financial will not refund Coupons for any reason whatsoever unless required to do so under applicable laws and regulations. In such a case, the method for refunding the Coupons shall be determined by Sandstone Financial in accordance with applicable laws and regulations. A user is responsible for any unauthorized use of his or her Coupons.
•If Sandstone Financial determines that your use of Coupons violates our Terms or is otherwise inappropriate, Sandstone Financial may invalidate without offering any reason all the Coupons and/or Credits earned by using Coupons owned by such user.
•Coupons expire in accordance with the applicable campaign rules provided by Sandstone Financial. Once expired, Coupons will not be reinstated.
20. Disputes
In the event that a dispute is escalated to Sandstone Financial, we reserve the right to issue a refund to a Customer if a transaction is found to be in violation of Sandstone Financial’s Terms.
In the event that a Customer submits a chargeback or other form of payment reversal, Sandstone Financial will respond to the payment network and address the underlying cause. The Vendor agrees to provide any requested information to Us within five (5) calendar days of the request. Sandstone Financial reserves the right to recoup funds associated with Customer chargebacks/payment reversals or refunds through any permissible legal means.
Returns of prohibited items to Vendors are not allowed. Customers may be eligible for a refund on a case by case basis after the suitable disposition of goods has been address and honored by the customer. Vendors will not be reimbursed for prohibited items.
Sandstone Financial may participate in the dispute at its discretion. After a transaction is processed, Sandstone Financial is the final arbiter of disputes and Sandstone Financial shall not bear any liability related to such disputes.
As a Customer if you have a dispute with one or more partner Vendors, you release Sandstone Financial (and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU 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."
21. Indemnification; Limitation of Liability
We hope this never happens, but if Sandstone Financial gets sued because of an action you took using our Service, you agree to indemnify us and assist in defending Sandstone Financial to the best of your ability. That means you must assist Sandstone Financial in defending any matter in which you were involved. This includes providing information regarding your experience (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that may arise from your actions, your use (or misuse) of our Service, your breach of the Terms, or your Account’s infringement of someone else’s rights.
Liability Limits. To the fullest extent permitted by law, neither Sandstone Financial, nor our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, actual, indirect, special or punitive damages arising out of or in connection with the Service or these Terms. In no event shall Sandstone Financial’s aggregate liability for any damages exceed one hundred ($100) U.S. Dollars.
Indemnity. You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify Sandstone Financial from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of, the Service; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
Disclaimer of Warranties. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. Sandstone Financial DISCLAIMs ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Sandstone Financial IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT INFORMATION, INCLUDING, BUT NOT LIMITED TO, WHETHER SUCH INFORMATION IS UP-TO-DATE. Sandstone Financial HAS NO RESPONSIBILITY TO DETERMINE IF YOUR OR ANOTHER USER’S PAYMENT INSTRUMENT IS IN GOOD STANDING OR IF YOU OR ANOTHER USER HAVE AN AVAILABLE BALANCE WITH WHICH TO MAKE A TRANSACTION THROUGH THE SERVICE. YOU MAY INCUR FEES, SUCH AS OVERDRAFT FEES OR OTHER CHARGES AS A RESULT OF SUCH TRANSACTIONS, PER YOUR AGREEMENT WITH YOUR PAYMENT INSTRUMENT ISSUER, OR YOUR REQUESTED TRANSACTION THROUGH THE SERVICE MAY BE UNSUCCESSFUL.
Limitation of Liability. IN NO EVENT WILL Sandstone Financial BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Sandstone Financial HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS EXPRESSLY PROVIDED IN THE FOLLOWING PARAGRAPH, YOU AGREE THAT THE AGGREGATE LIABILITY OF Sandstone Financial TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU HAVE PAID TO Sandstone Financial FOR RX PAYMENT SOFTWARE ACCESS TO AND USE OF THE SERVICE BEYOND THE PAYMENT OF INVOICES IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (II) $100. ALL LIABILITY CAPPED AT $2000 US dollars.
FOR ALL CLAIMS ARISING OUT OF OR RELATING TO TRANSFERS OF FUNDS FROM YOUR Sandstone Financial ACCOUNT BALANCE, THE SOLE REMEDY AGAINST Sandstone Financial SHALL BE LIMITED TO THE AMOUNT OF THE MONEY TO BE TRANSMITTED PLUS FEES AND CHARGES. IN NO EVENT SHALL Sandstone Financial BE LIABLE FOR DAMAGES FOR DELAY, NON DELIVERY, NONPAYMENT OR UNDERPAYMENT OF A PAYMENT TRANSACTION, WHETHER CAUSED BY AN ACT OR OMISSION OF Sandstone Financial OR OTHERWISE, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW OR REGULATION.
Sandstone Financial SHALL HAVE NO LIABILITY FOR SUSPENDING OR TERMINATING YOUR ACCOUNT, RESTRICTING ACCESS TO YOUR ACCOUNT OR BALANCES IN YOUR ACCOUNT, OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SERVICE.
Sandstone Financial SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT PURCHASES OR SALES, THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, BANK DIRECT DEPOSIT TRANSFERS, OR THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Force Majeure. Sandstone Financial shall have no liability for failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism; acts of nature including earthquakes, fire, flood or other acts of God; labor conditions; power failures and/or internet disturbances.
22. Miscellaneous
•These Terms do not create any agency, partnership, joint venture, employment or franchisee relationship between you and Sandstone Financial.
•The Terms, including the Policies and other documents incorporated by reference herein, supersede any other agreement between you and Sandstone Financial regarding the Service.
•If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
•Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
•The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
•You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without consent.
Notice
If Sandstone Financial determines that there is a need to notify or contact a user, it will do so by sending a text message, email, or letter to the email address or mailing address provided by the User. Alternatively, the notice may be displayed on the App or the website, or by other reasonable means. Sandstone Financial shall not be liable for any damages incurred due to the fact that Sandstone Financial’s notice or communication was not received or was delayed.
You may contact Sandstone Financial by emailing us. You may print or PDF our policies or request via email.
Taxes
You hereby agree to comply with any and all applicable tax laws and regulations in connection with purchasing of vendor products, product delivery to customer, including reporting and payment of any taxes arising from a payment transaction or income received through sales made through Sandstone.
Governing Law and Jurisdiction
•These Terms shall be governed and construed under the laws of Michigan. Any dispute that arises between you and Sandstone Financial that may not be subject to arbitration and shall be submitted to the exclusive jurisdiction of the state and federal courts in Detroit, Michigan.
23. Legal Disputes and Use of Arbitration
You and Sandstone Financial each agree that any and all disputes or claims that have arisen or may arise between you and Sandstone Financial relating in any way to or arising out of this or previous versions of these Terms, your use of or access to the Service, any goods sold, offered, or purchased through the Service, or any payments processed for goods sold, offered or purchased through the Service, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, rather than in court, except that you may assert a claim in small claims court, if it meets the criteria. Arbitration is more informal than a lawsuit filed in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. You and Sandstone Financial agree that the Federal Arbitration Act governs the interpretation and enforcement of this Article.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND Sandstone Financial AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND Sandstone Financial AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Arbitration Procedures
The assigned independent arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this or any other applicable Terms or Policies, any part thereof, including, but not limited to, any claim that all or any part of these Terms are void or voidable.
All arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable). The AAA’s rules are available at http://www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must also send a copy of the completed form to Us at the following address in order to initiate arbitration proceedings: Sandstone Financial, Inc. Attn: Legal, 43311 Joy Rd, Suite 120, Canton MI.
For claims under $10,000, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place at a mutually-agreeable location or, if user and Sandstone Financial are unable to agree, in Wayne County, Michigan. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Michigan, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Sandstone Financial user to the extent required by applicable law or regulation. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Costs of Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. For claims under $10,000, Sandstone Financial will pay all arbitration fees and will reimburse you for the initial filing fee.
If you receive an arbitration award that is more favorable than any offer Sandstone Financial makes to resolve the claim before an arbitrator was selected, then Sandstone Financial will pay user’s reasonable attorneys’ fees (not to exceed the actual amount of attorney's' fees incurred by user) in addition to any substantive award. Sandstone Financial will not seek its attorney's’ fees and costs in arbitration unless the arbitrator determines that user’s claim is frivolous.
Severability. With the exception of any of the provisions in this Policy, if an arbitrator or court decides that any part of this Policy is invalid or unenforceable, the other parts of this Policy shall still apply. If an arbitrator or court decides that any of the provisions in this Policy ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this section shall be null and void.
Opt-Out Procedure
IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THIS ARTICLE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO Sandstone Financial, INC., 43311 Joy Rd, Suite 120, Canton MI.
25. Notice for App
To the extent that you are using our App on an iOS or android device, you further acknowledge and agree to this section. You acknowledge that these Terms are between you and Sandstone Financial only, not with device manufacture eg Apple/samsung etc, and they are not responsible for the Service and the content thereof. They have no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify the device manufacturer and they may refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, device manufacturer has no other warranty obligation whatsoever with respect to the Service. They are not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. They are not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Device manufacture and their subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, they will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.