Terms of Service

Welcome to the Standby Deposits Inc. (“Standby”, “we”, or “us”) website located at standby.io  (the “Site”). These Terms of Service and any Additional Terms as discussed herein (collectively, the “Terms”) are a legal agreement between you, as a current or prospective user of Standby’s services (“you,” “your”), and Standby. Please read these Terms and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of our Site and products. To make these Terms easier to read, the Site and products offered by Standby, including Standby Deposits, are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND STANDBY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms which include any additional terms listed on Site that relate to your use of any of our Services. If you don’t agree to be bound by these Terms, do not use the Services. ‍
2. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.‍
3. Changes to Terms or Services. We may update the Terms at any time, at our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you agree to be bound by the updated Terms. Because our Services evolve over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.‍
4. Use of Services. Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Standby reserves all rights not expressly granted herein in the Services.‍
   1. Eligibility. The Services are only available to residents of the United States. You may use the Services only if you can form a binding contract with Standby. You agree to use the Services in compliance with these Terms, and all applicable local, state, national, and international laws, rules and regulations. We may require those users who have not reached the age of majority in their jurisdiction to provide us with parental or legal guardian consent to enroll in the Services. Any use or access to the Services by anyone under 13 is strictly prohibited. The Services are not available to any Customers of the Services previously removed from the Services by Standby. 
   2. ‍Accuracy of Contact Information. You agree to provide us with accurate, complete and up-to-date contact information. If you fail to do so, we may suspend or terminate your access to the Services. 
   3. ‍Standby Account. If you want to use certain features of the Services you’ll have to create an account (an “Account”). To create an Account, you will be asked to provide information requested by us. Any information you provide will be collected and used in accordance with our Privacy Policy.
   4. ‍Account Credentials and Access. You are the only person authorized to use your Standby Account. You agree that you will not allow other persons to have access to or use your Standby Account or login credentials, and  will notify us immediately of any unauthorized access. You are responsible for protecting the information on your computer, mobile device, or other access device, such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your access devices or Account credentials.
   5. ‍Paperless and E-Sign Consent. When you use our Services you agree to our E-Sign Consent Agreement which details how we communicate with you electronically as well as your consent to use of electronic signatures. ‍
5. Standby Deposits. Standby provides qualified individuals with an alternative to paying a housing security deposit (the “Standby Deposit”). Standby Deposit is one of the Services offered by Standby. If you are approved for a Standby Deposit, Standby will make an arrangement with the person or company that rents the building to the tenant (the “Landlord”) which will allow the tenant to forgo making an upfront security deposit prior to moving into the leased property. You will be responsible for paying any costs that would have been deducted from the security deposit, subject to applicable law and the agreement that tenant signs with the Landlord (the “Lease”). If the Landlord informs us that such costs have been incurred, Standby will facilitate payment of those costs to the Landlord, up to the amount of the security deposit. You will be responsible for immediate payment of those amounts, plus any interest and charges if applicable.
   1. ‍Standby Deposit Fee. You must pay a fee to obtain a Standby Deposit (the “Standby Deposit Fee”). You authorize Standby to collect the Standby Deposit Fee directly from your Payment Methods (defined below). We reserve the right to cancel your Standby Deposit if we are unable to successfully charge your Payment Methods for the Standby Deposit Fee. You will not be entitled to a refund or credit for any Standby Deposit fee already due or paid.
   2. ‍Consent to Pull Credit.  You expressly authorize Standby to obtain consumer reports from consumer reporting agencies about you: (i) when you apply for a Standby deposit; (ii) periodically throughout the term of the Standby Deposit and upon renewal; and (iii) from time to time in connection with any other services that we offer or that you may obtain from us.
   3. ‍Standby Deposit Payment Methods. While the tenant is occupying the leased property (the “Tenancy”), you must maintain at least two payment methods on the Site (the “Payment Methods”). You agree that Standby can use those Payment Methods for your Standby Deposit Fee and to cover amounts owed to the Landlord that would have been deducted from the security deposit, subject to the terms of the Lease and applicable law. You will have the opportunity to change your Payment Methods at any point during the Tenancy.
   4. ‍Standby Deposit Termination. You cannot unilaterally terminate the Standby Deposit during the Tenancy. You will remain bound to the terms of the Standby Deposit for 45 days after the tenant has vacated the leased property or the time period allowed under applicable law. 
   5. ‍Standby Deposit Modification. If the Lease is renewed and that renewal results in an increase to the security deposit, Standby reserves the right to increase your Standby Deposit Fee. If there is an increase to the Standby Deposit Fee, Standby will contact you through the e-mail address you provided to us. Failure to respond to any notification concerning a Standby Deposit Fee increase will constitute consent to the increase. 
   6. ‍Property Fees Due. The Landlord will inform us whether you owe any payments under the Lease, subject to applicable law. In the event that you owe a payment to the Landlord, Standby will pay the Landlord and invoice you for the amount you owe. You agree and authorize Standby to use the Payment Methods to satisfy any outstanding invoice. If Standby is unable to collect the amount owed from the Payment Methods, you agree and understand that you are required to pay the amount owed to Standby immediately after receiving your invoice.  
      Standby may partner with financial institutions to facilitate the services it provides to you. You understand and agree that those partners can use the Payment Methods to satisfy any and all invoice amounts, plus any interest and charges if applicable, that you owe to Standby. 
   7. ‍Failure to Pay; Assignment. If Standby is unable to collect any amount owed by you from the Payment Methods, we will consider you to be in violation of these Terms. You understand and agree that we may exercise any rights and remedies that the law allows following a failure to pay, which includes initiating an action against you.  
      You may not assign or transfer these Terms, by operation of law or otherwise, without Standby’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null.  We may sell or assign these Terms, without restriction, in whole or in part, at any time in our sole discretion and without notice to you, including all our right and title to, and interest in, any outstanding property fees due to Standby. You agree that any sale or assignment will not change your obligations under these Terms, including with respect to any property fees that may be due. The purchaser or assignee, which may include a financial Institution with which we partner will have all of each right, title, and interest sold or assigned to such person by us in accordance with these Terms, including filing an action against you.  
   8. ‍Lease Agreement. You and Standby acknowledge and understand that the Lease agreement between tenant and the Landlord is wholly separate and exclusive of these Terms and any and all disputes, including, but not limited to, the termination and/or cancellation of the Lease shall have no effect on the express terms and conditions of these Terms unless otherwise stated herein. ‍
6. Fees. We reserve the right to change how we charge for access or use of the Services from time to time. Any such change will be communicated to you. You agree to pay any applicable fees as posted on the Site, plus any applicable taxes and other fees that may accrue in relation to your use of the Services. ‍
7. Prohibited Activities. You cannot use the Services in a way that violates any laws, involves the use of stolen information, or results in false or misleading representations.
8. ‍Intellectual Property Rights. Standby or its affiliates own all right, title and interest in and to the Services, including, without limitation, all intellectual property rights therein. Subject to the limited rights expressly granted to you under these Terms, Standby and its affiliates reserve all rights, title and interest in and to the Services, including, without limitation, all related intellectual property rights. Standby’s and its affiliates’ service marks, logos and product and service names, including, without limitation, Standby’s name and its logos (the “Standby Marks”) are owned by Standby or its affiliates. You agree not to display or use any Standby Marks in any manner without Standby’s express prior written permission. 
9. ‍Your Representations. By using the Services, you represent and warrant that you are eighteen (18) years of age or older and can legally enter into and form contracts. You further represent and warrant that all application information is truthful and accurate and that you agree to maintain the accuracy of such information.  Your access to the Services may be terminated without warning if it is found that you are misrepresenting your age or your identity. If you provide any registration information that is untrue or inaccurate, or if Standby has reason to suspect that such information is untrue or inaccurate, Standby may suspend or terminate your access to the Services without notice to you.
10. ‍Third Party Service Providers. We may utilize third-party providers to help facilitate the Services and your applications to use the Services.  We are not responsible or liable for the performance of any third-party services. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources. Further, you agree that Standby is not responsible to remedy or resolve any disagreement between you and any such third-party whose website, services or products you may use.
    1. ‍Stripe. Payment Processing Services are provided by Stripe. When you submit your Payment Information through Stripe, you are subject to the Stripe Terms of Service. By utilizing the Services, you agree to be bound by the Stripe Terms of Service, as the same may be modified by Stripe from time to time. As a condition of Standby enabling payment processing services through Stripe, you agree to provide Standby with accurate and complete information about you, and you authorize Standby to share it and transaction information related to your use of the payment processing services provided by Stripe pursuant to our Privacy Policy.
    2. ‍Alloy. Identity verification services are provided by Alloy. Alloy will review the information you provided to us, like your social security number and address, so that we can verify your identity. By consenting to these Terms, you understand that you will also be consenting to the Alloy Terms of Service. When you submit your information to us, including the Standby Deposit application, you are subject to the Alloy Terms of Service. By utilizing the Services, you agree to be bound by the Alloy Terms of Service, as the same may be modified by Alloy from time to time. As a condition of Standby enabling identity verification services through Alloy, you agree to provide Standby accurate and complete information about you, and you authorize Standby to share this information with by Alloy pursuant to our Privacy Policy.
    3. ‍Prove. Data collection services are provided by Prove. Prove will gather the information you provided to us, like your social security number and address, so that we can verify your identity. By consenting to these Terms, you understand that you will also be consenting to the Prove Terms of Service. When you submit your information to us, including the Standby Deposit application, you are subject to the Prove Terms of Service. By utilizing the Services, you agree to be bound by the Prove Terms of Service, as the same may be modified by Prove from time to time. As a condition of Standby enabling data collection services through Prove, you agree to provide Standby accurate and complete information about you, and you authorize Standby to share this information with by Prove pursuant to our Privacy Policy.
11. ‍Third Party Websites or Resources. The Services or our communications may contain links or promotions related to third-party websites or resources. Standby may be compensated by those third parties, which could impact whether, how and where the services and products are displayed. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Standby. If you decide to use third-party services, you will be responsible for reviewing and understanding the terms and conditions for such services. We are not responsible or liable for the performance of any third-party services. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources. Further, you agree that Standby is not responsible to remedy or resolve any disagreement between you and any such third-party whose website, services or products you may use.
12. ‍Modification and Termination. We may terminate your access to any or all of the Services, at our sole discretion, at any time and without notice to you. As we continue to grow and our Services evolve, we may from time to time add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service in our discretion.
13. ‍General Disclaimer of Warranties Disclaimers. The Services, including any and all Third Party software or applications made available in connection with or via the Services are provided "as is" and without warranties of any kind either express or implied. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS SECTION, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR PROVIDE ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF NONINFRINGEMENT OF PROPRIETARY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE FOR ITS PRODUCTS AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DATA, SOFTWARE, COMPUTATIONAL TOOLS, OR ANY OTHER DOWNLOADABLE PRODUCTS) DELIVERED TO CUSTOMER UNDER THIS AGREEMENT. The Company, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers make no warranty that: (1) the Services will meet your requirements or expectations; (2) the Services will be uninterrupted, timely, error-free, or secure; (3) the Services, or any results obtained thereof, will be accurate or reliable; or (4) any errors in the Services or the website will be corrected. 
    Standby, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers do not warrant or make any representations regarding the use or the results of the use of any personal information or the Services in terms of security, correctness, accuracy, safety, reliability, or otherwise. ‍
14. Indemnity. You will indemnify, defend and hold harmless Standby and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your Content, or (iii) your violation of these Terms.
15. ‍Limitation of Liability.‍
    1. NEITHER STANDBY NOR ANY OTHER PARTY INVOLVED IN THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STANDBY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS STANDBY TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    2. IN NO EVENT WILL STANDBY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO STANDBY FOR USE OF THE SERVICES  OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO STANDBY, AS APPLICABLE.
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STANDBY AND YOU.
16. ‍Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” New York will be the exclusive jurisdiction for all Disputes (defined below) that you and Standby are not required to arbitrate, and you and Standby each waive any objection to jurisdiction and venue in such courts.‍
17. Dispute Resolution.‍
    1. General. Arbitration is less formal than a lawsuit in court and seeks to resolve disputes more quickly.  Instead of a judge or a jury, the dispute will be decided by a neutral arbitrator. You and we agree to arbitrate all disputes arising under or in connection with these Terms or our relationship, including: (i) claims related to your Standby Deposit; (ii) claims related to information you have given us; (iii) any previous agreements; (iv) claims related to privacy, and customer information; and (v) claims related to the meaning, scope, or enforceability of this Section 17; (collectively, “Disputes”).  Disputes include those made by or against anyone connected to you or us, including any of our subsidiaries, affiliates, agents, employees, predecessors, successors, or assigns.
    2. ‍Exceptions to Arbitration. This Section 17 shall not prohibit either you or Standby from seeking adjudication in a small claims court or limited actions court in the county of your residence within the monetary jurisdiction of such tribunal, so long as the Dispute remains in the small claims court. After an arbitration is filed, either you or we can send written notice to the other party and the AAA that you or we want the case decided by a small claims court.
    3. ‍Class Action and Jury Trial Waiver. YOU ACKNOWLEDGE AND AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND STANDBY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
       ‍
       YOU AND STANDBY ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS ARBITRATION, CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR CONSOLIDATED WITH OTHER ARBITRATIONS. YOU AND STANDBY AGREE THAT NEITHER OF US WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR AS A PRIVATE ATTORNEY GENERAL RELATING TO ANY DISPUTE. AN ARBITRATOR CAN AWARD RELIEF ONLY ON AN INDIVIDUAL BASIS AND CAN AWARD DECLARATORY AND INJUNCTIVE RELIEF ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY YOUR OR OUR INDIVIDUAL CLAIM.
       ‍
       If there is a determination that any term in the immediately preceding paragraph is unenforceable for any reason as to any claim, then this Section 17 will be inapplicable to that claim, and that claim will instead proceed through litigation in court rather than in arbitration, but only after the conclusion of the arbitration of any Dispute that is subject to this Section 17. ‍
    4. Governing Law and Arbitration Rules. The arbitration shall be administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.
       This Section 17 evidences a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (the “FAA”). The FAA will govern any interpretation and enforcement of this Section 17. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations, and will honor claims of privilege recognized at law.
    5. ‍Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by email (“Notice”). Our address for Notice is Standby Deposits Inc., 575 5th Avenue, New York, NY 10017. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). Our email address is support@standby.io. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Standby may commence an arbitration proceeding.
    6. ‍Location and Fees. Any arbitration hearing that you attend will take place in the federal judicial district where you reside as of the date you execute these Terms.  We will pay all arbitration fees, unless the arbitrator finds your Dispute frivolous.  You will pay your attorney’s fees and other expenses.
    7. ‍Arbitrator’s Decision. The arbitrator’s award will be written, and binding on the parties, and it may be entered as a judgment in any court of competent jurisdiction.
    8. ‍Right to Opt Out. Arbitration is not a mandatory condition of your contractual relationship with Standby, and therefore you may submit a statement notifying Standby that you wish to opt out and not be subject to the arbitration agreement and jury trial waiver in this Section 17. In order to opt out, you must notify Standby in writing of your intention to opt out by sending a letter to Standby Deposits Inc., 575 5th Avenue, New York, NY 10017 or support@standby.io. Any attempt to opt out by email shall be ineffective. The letter must state clearly your election to opt out. The letter must be signed by you individually, and not by any agent or representative of you. If, at the time of your receipt of these Terms, you were bound by an existing arbitration agreement with Standby, that arbitration agreement will continue to apply to any pending litigation, even if you opt out of this Section 17.‍
    9. Severability. With the exception of any of the provisions in Section 17(c) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
18. ‍General Terms.‍
    1. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Standby and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Standby and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. ‍
    2. Notices. Any notices or other communications provided by Standby under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.‍
    3. Waiver of Rights. Standby’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Standby. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
19. ‍Contact Information. If you have any questions about these Terms or the Services, please contact Standby at support@standby.io.