Welcome to Bold. By accessing or using the Service (or by checking a box indicating your acceptance of these Terms), you agree to be bound by these Terms, which constitute your agreement with Bold Financial Technologies, Inc., a California corporation. Certain capitalized terms used in these Terms are defined at the end of these Terms. References to “we,” “us,” and “our” refer to Bold Financial Technologies, Inc. If you are entering into this agreement on behalf of a company or other entity, you represent that you have the authority to, and do hereby, bind such entity to this agreement, and references to “you” or “your” will refer to such entity. If you do not have such authority, or if you do not agree with the terms of this agreement, you must not accept this agreement and neither you nor such entity may not use the Service.
1. Provision of the Service.
1.1 Provision. We hereby grant you a non-exclusive, nontransferable, non-sublicensable, limited license, during the term of these Terms, to use the Service in accordance with these Terms and the Documentation. We will use commercially reasonable efforts to make the Service available for use by you in accordance with these Terms. We have implemented technical and organizational measures designed to secure Your Content from unauthorized or accidental access, disclosure, or loss.
1.2 Access. A unique username and password will be provided to you in order for you to access the Service in accordance with these Terms. We may change or update such username and password in our sole discretion from time to time. You (i) are responsible for maintaining the confidentiality of your username and password; (ii) are solely responsible for all acts that occur under your username and account; and (iii) will notify us promptly of any actual or suspected unauthorized use of your username, password or account, or any other breach or suspected breach of these Terms. If your access to the Service is implemented via application programming interface (“API”), you are responsible for integrating your systems and software with the Service in accordance with these Terms and the Documentation. We reserve the right to suspend or terminate access to the Service via any username or password (or other method, such as API integration) that we believe may have been used by an unauthorized third party.
1.4 Additional Features. We may offer additional features of the Service, which may be subject to additional terms (including payment by you of additional Fees) as modified by us in writing from time to time. Such additional features may be subscribed to separately by you, and you may cancel your subscriptions to such additional features at any time (except as otherwise agreed to by you pursuant to such additional terms). Subscriptions to such additional features (and cancellations of such subscriptions) will be made through our online ordering system or in another manner authorized by us in writing. Such additional terms may be agreed to by you by acceptance of such terms through the Service (for example, by checking an applicable “I Agree” box) and are hereby incorporated into these Terms.
1.5 Updates. We reserve the right to update, upgrade or otherwise modify the Service at any time. If any such modification either (i) changes the Bold API in a manner that requires you to modify your systems or software in order to properly integrate with the Service or (ii) causes a material decrease in the functionality of the Service being provided to you, we will use commercially reasonable efforts to provide you with forty-five (45) days advance notice of such modification unless such modification is for security or maintenance purposes or is required by Applicable Law. If we provide any software components as part of the Service (such as a mobile application), you acknowledge that you must install such software (and any updates thereto provided by us) in order to use the Service, and you will promptly install any such updates as directed by us.
1.6 Access to Third-Party Services. The Service may allow you to connect to or otherwise interact with one or more third-party service providers (for example, an international payment processor) for the purpose of effecting payments or other purposes permitted by the Service. Such access may be implemented, suspended or terminated by us from time to time in our sole discretion. It is your sole responsibility to enter into and maintain any agreement between you and any such third party for the provision of their services to you or otherwise, and we are not hereby made a party to such agreement. To the extent you or your representatives use the Service to transmit Your Content to any such third party, you hereby direct and authorize us to provide Your Content to such third party. To the extent you have identified or designated any such third party as your third-party service provider, you further authorize us to allow such third party to access Your Content as necessary for us to provide the Service. You acknowledge and agree that such third parties are not our agents, that we are not responsible for their services, actions or omissions or for their maintenance or treatment of Your Content and will not be liable for any damage or loss caused thereby, that access to such third party via the Service does not imply any endorsement by us, and that any of Your Content submitted to such third parties via the Service will be governed by your agreement (if any) with such third party.
1.7 Suspension. We may suspend provision of the Service for security or maintenance purposes or to comply with Applicable Law or the request of the Bank, at any time and with or without notice. We will use commercially reasonable efforts to give you prior notice of any suspension and to minimize the duration of any such suspension.
2. Use of the Service.
2.1 Limitations. You will not, and will not permit any third party to: (i) permit any person or entity to access the Service except your representatives acting on your behalf in accordance with these Terms; (ii) access or use the Service except in accordance with these Terms, the Documentation and Applicable Law; (iii) modify, adapt, alter, copy, translate or create derivative works of the Service; (iv) reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Service or any systems or software used in connection with the provision of the Service; (v) sell, resell, license, distribute, rent, lease, transfer or transmit the Service, or include the Service in a service bureau or outsourcing offering; (vi) use the Service to store or transmit any “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other harmful computer code, files, scripts, agents or programs; (vii) use the Service to store or transmit deceptive, infringing, defamatory or otherwise unlawful or tortious materials, or to store or transmit material in violation of third party privacy or other rights; (viii) access the Service in order to build a competitive product or service; (ix) interfere with or disrupt the integrity or performance of the Service or any systems or software; (x) attempt to gain unauthorized access to the Service or any systems or software; or (xi) conduct or perform any load, penetration, vulnerability or security testing or similar operations with respect to the Service. Provision of the Service may be suspended during any time when we believe your use of the Service does not comply with these Terms, and we will give you prompt notice of the suspension and the reason therefor.
2.2 License. In order for us to provide the Service, you hereby grant us a nonexclusive, worldwide, royalty-free and fully paid license to access, use, display, perform, reproduce and distribute Your Content. For the limited purpose of providing the Service pursuant to these Terms, we may provide Your Content to our third party service providers (for example, a hosting provider or the Bank), provided such third party is subject to restrictions concerning usage and disclosure of such content that are no less restrictive than these Terms. After any termination or expiration of these Terms, we and our third party service providers may keep a copy of Your Content as necessary to maintain an archival record of Transactions and otherwise as may be required to comply with Applicable Law.
2.3 Required Information. As requested by us from time to time, you will promptly provide us with all Required Information, in such forms and manner as provided in the Service or Documentation or as otherwise requested by us. All Required Information provided by you will be accurate and complete, and You will immediately inform us of any change in such Required Information. You also authorize us to request Required Information about you from third parties (for example, to perform background checks.) You acknowledge that your ability to use the Service may be dependent upon timely receipt by us of accurate and complete Required Information, and agree that we may share Required Information with the Bank or other third party service providers in connection with our provision of the Service.
2.4 Authority. You hereby grant us and the Bank the permission and authority to cause your funds to be transferred and disbursed as directed by you through the Service or otherwise and as otherwise set forth in these Terms. Transactions submitted to the Service for facilitating are final and irrevocable unless otherwise determined by us in writing.
2.5 Pooled Account; Sufficiency of Funds. In order to use certain aspects of the Service (such as the facilitation of payments to Recipients), you are required to transfer funds to an account designated by us at the Bank, in an amount and manner specified by us (which may include ACH transfer, wire transfer, direct debit from your bank account, or another method). You will at all times ensure that such funds are sufficient to fund all payment Transactions that you submit to the Service. Such funds are held on your behalf and we do not take title to such funds. Such funds may be co-mingled and held with other client funds in one or more pooled accounts. We have sole discretion over the establishment and maintenance of any such accounts. You will not receive interest or any other earnings on any such funds. As consideration for the provision of the Service pursuant hereto, you irrevocably assign to us all rights in and to any such interest and other earnings.
2.6 Reserve. In order to secure your performance of your outstanding and anticipated obligations under these Terms, we may from time to time direct you to transfer a designated amount of funds to a separate bank account designated by us (the “Reserve”), in a manner specified by us (which may include ACH transfer, wire transfer, direct debit from your bank account, or another method). We may suspend provision of the Service until such funds are so transferred. This amount will be as determined by us in our sole discretion based on our own risk assessment, which assessment may take into account factors such as your business model, operating history, credit and payment history, and prior Transactions. You will not receive interest or any other earnings on any such funds. As consideration for the provision of the Service pursuant hereto, you irrevocably assign to us all rights in and to any such interest and other earnings. To the extent permitted by Applicable Law, you grant us a security interest in all funds held in the Reserve, and authorize us to make withdrawals from the Reserve to satisfy your obligations under these Terms. You will execute any additional documentation required to perfect such security interest, and such security interest will survive for so long as funds remain in the Reserve. Promptly after termination of these Terms, we will cause any remaining funds in the Reserve to be returned to you, provided that we may cause a portion of such funds to remain in the Reserve and use such funds as set forth herein only to the extent that, and only or so long as, we reasonably determine necessary to secure or satisfy your performance of your outstanding and anticipated obligations under these Terms.
2.7 Client Bank Account Debiting. You authorize us and the Bank to initiate debit entries to your designated bank account specified by you through the Service (“Client Bank Account”), and to debit the Client Bank Account, in such amounts as are necessary to (i) fund all payment Transactions that you submit to the Service, (ii) pay any outstanding Fees, (iii) fund the Reserve in accordance with these Terms, and (iv) pay any other amount that you owe under these Terms or in connection with the Service. You will maintain in the Client Bank Account immediately available funds sufficient to cover all of the foregoing. In order to implement the foregoing, you will complete, execute and deliver any ACH Authorization or similar authorization or agreement required by NACHA Operating Rules or otherwise.
2.8 Identification as Client. We may identify you as our client, which identification may include the use of your name and logo provided that such use is in accordance with your trademark usage policies as provided by you. All goodwill arising from such use will inure to your exclusive benefit.
3. Fees and Payment.
3.1 Fees. You will pay us the applicable fees listed on our Fee Schedule and on any other fee schedule made available by us and agreed to by you through the Service or otherwise (as modified in accordance with these Terms, the “Fees”). Fees based on Transactions will be payable if the Transaction is facilitated by the Service, even if the Bank or the other party to the Transaction is unable to complete the Transaction or refuses to complete the Transaction based on the requirements of Applicable Law or otherwise.
3.2 Changes. We may change the Fees upon sixty (60) days advance notice, and your continued use of the Service after such notice period will constitute your acceptance of such changed Fees. In addition, we may immediately increase the Fees to the extent of any increase in fees payable by us to any third party in connection with the provision of the Service (such as an increase in fees charged by the Bank). We will use commercially reasonable efforts to provide you with sixty (60) days advance notice of any such increase.
3.3 Invoicing and Payment. AAll Fees and any other applicable charges hereunder are due and payable within thirty (30) days after the date of the applicable invoice; provided, however, that certain Fees (such as monthly subscription Fees for additional features) may be due and payable as set forth in the applicable fee schedule or otherwise according to a schedule agreed to in writing by the parties (including through our online ordering system.) Notwithstanding the foregoing, we may debit the Client Bank Account in the amount of any Fees or other such charges beginning on the earlier of the date such amounts are due or presentation of the applicable invoice. All amounts payable by you under these Terms are payable in U.S. Dollars. Any amounts not paid when due will bear interest until paid at the rate of 1.5% per month, or the maximum rate permitted by Applicable Law, whichever is lower. We may suspend provision of the Service until all overdue amounts payable under these Terms are paid in full, and we will be entitled to recover our costs, including reasonable attorneys’ fees, associated with the collection of any such overdue amounts. If you do not object to an invoice by providing us detailed written notice of such objection within thirty (30) days after your receipt of the invoice, the invoice will be deemed correct and you hereby waive any right to dispute or object to such invoice or the Fees set forth therein.
3.4 Taxes. FFees do not include any taxes, levies, duties, export or import fees, or other governmental assessments of any nature (including value-added, sales, use or withholding taxes) imposed or assessed by any jurisdiction (collectively, “Taxes”). You are responsible for the payment of all Taxes associated with your use of the Service (other than Taxes assessable against us based on our income). If we have a legal obligation to pay or collect Taxes for which you are responsible hereunder, we will invoice you and you will pay us that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Term and Termination.
4.1 General. The term of these Terms will begin on the Effective Date and continue until these Terms or your subscription to the Service expires or is terminated by either party as provided herein. Either party may terminate these Terms or your subscription to the Service by giving the other party thirty (30) days advance written notice of such termination. In addition, these Terms may be terminated by either party if the other party is in material breach of these Terms and the breach is not cured within ten (10) days after written notice of the breach is received by such other party. Termination of these Terms shall automatically terminate your subscription to the Service.
4.2 Additional Termination Rights. We may suspend provision of the Service or terminate these Terms at any time upon written notice if: (i) you fail to timely meet your payment obligations hereunder more than twice in any 12-month period; (ii) you cease to conduct business in substantially the same manner as conducted by you on the Effective Date; (iii) you offer or sell products or services in violation of Applicable Law or which could reasonably be considered offensive (including weapons, drugs or pornography); or (iv) such suspension or termination is required by the Bank or Applicable Law.
4.3 Survival. Sections 4 (Term and Termination), 5 (Proprietary Rights), 6 (Confidentiality), 7 (Indemnification), 8 (No Implied Warranties), 9 (Limitation of Liability), 10 (General Provisions) and 11 (Definitions) will survive termination or expiration of these Terms, together with any payment obligations accrued prior to termination and any other provisions which by their plain meaning are intended to survive.
5. Proprietary Rights.
5.1 The Service. Notwithstanding any other provision of these Terms, we (or our licensors) are the sole owner of the Service and the systems and software used to provide the Service, and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered). You will not acquire any rights in the foregoing other than as expressly set forth herein. You will not copy, transmit, transfer, modify or create derivative works of the foregoing, and will not reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the foregoing. Any third party open source software provided to you as part of the Service is licensed subject to the additional terms of the applicable open source license conditions and/or copyright notices as may be set forth in the Documentation.
5.2 Your Content. Notwithstanding any other provision of these Terms, you (or your licensors) are the sole owner of Your Content, and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered). We will not acquire any rights in Your Content other than as expressly set forth herein.
5.3 Usage Data. We collect information and data on how the Service is used by clients and other users (“Usage Data”). We may use the Usage Data for our internal business purposes, and share the Usage Data with third parties in an anonymous and aggregated form.
6. Confidentiality. Each party may have access to the other party’s information, which will be deemed confidential information if identified as such by the disclosing party or if the information by its nature is normally and reasonably considered confidential, such as information regarding product, methodology, research, customers, business partners, business plans and any information which provides a competitive advantage. All non-public aspects of the Service are deemed our confidential information. The receiving party will use the same degree of care as it uses to protect its own confidential information of a like nature, but not less than a reasonable degree of care, to (a) prevent use or copying of the disclosing party’s confidential information for any purpose other than to carry out these Terms, (b) prevent disclosure of the disclosing party’s confidential information to receiving party personnel other than those who need to know such confidential information to carry out these Terms, and (c) prevent disclosure of the disclosing party’s confidential information to third parties except in accordance with these Terms. Confidential information will remain the property of the disclosing party and, subject to the other provisions of these Terms, will be returned or (along with all copies) destroyed upon request, at which time the receiving party will provide to the disclosing party a written affidavit certifying such return or destruction; provided, however, that the receiving party may retain a copy of confidential information to the extent expressly permitted by these Terms or required by Applicable Law. Information will not be deemed confidential information if it: (i) is or becomes generally known to the public through no fault of the receiving party, its affiliates or their agents or representatives; (ii) is or becomes known to the receiving party without restriction from a third party other than as a result of breach of contract or wrongful or tortious act; or (iii) is independently developed by the receiving party without reference to or reliance on the disclosing party’s confidential information. Confidential information may be disclosed to the extent required by Applicable Law, provided the disclosing party is given reasonable advance notice of such disclosure.
7. Indemnification. You will indemnify, defend and hold harmless us and our affiliates, officers, directors, employees, agents and licensors from and against all claims, damages, liabilities, losses, penalties, fines and expenses (including without limitation reasonable attorneys’ fees) arising out of or incurred in connection with any claim by any third party (including any governmental or regulatory authority or instrumentality) if such claim is due to or arises out of Your Content, your use of the Service, or your actual or alleged breach or violation of these Terms, Applicable Law or the rights of any third party.
8. No Implied Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE AND OUR AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES INCURRED BY THE OTHER PARTY (INCLUDING LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION), HOWEVER CAUSED, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS AND OBLIGATIONS UNDER SECTION 3 (FEES AND PAYMENT), EACH PARTY’S LIABILITY WITH RESPECT TO THESE TERMS AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF FEES PAID OR PAYABLE UNDER THESE TERMS DURING THE THREE (3) MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. THE FOREGOING APPLIES TO ALL CLAIMS, DAMAGES AND LIABILITIES REGARDLESS OF WHETHER SUCH CLAIMS, DAMAGES OR LIABILITIES ARE BASED ON CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY.
10. General Provisions.
10.1 Governing Law and Venue. These Terms will be construed and interpreted in accordance with the laws of the State of California, without regard to that state’s conflict of laws principles. Any proceeding relating to these Terms or the subject matter hereof will be brought only in federal or state court in the County of San Francisco, California, and each party hereby generally and unconditionally submits to and accepts the jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly waived and excluded.
10.2 Export Compliance. You will not export, reexport or transfer, directly or indirectly, any technical data or materials acquired from us, or any products utilizing such data or materials, in violation of United States export laws or regulations.
10.3 Notices. All notices and other communications given or made pursuant to these Terms will be in writing and will be deemed effectively given upon the earliest of (i) actual receipt, (ii) personal delivery to the recipient, or (iii) any of the following if addressed to the recipient as set forth below: (a) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. For purposes hereof, each recipient’s email address, facsimile number and address will be as set forth in these Terms (or, with respect to you, as provided by you during registration or onboarding with the Service), as such contact information may be subsequently modified by the recipient by written notice given in accordance with this paragraph. We may provide notices to you using the electronic messaging system included in the Service, in which case such notice will be deemed given when sent, if sent during normal business hours, and if not sent during normal business hours, then on the next business day.
10.4 Entire Agreement; No Waiver. WWith respect to their subject matter, these Terms represent the entire agreement between you and us, and supersede all prior agreements and representations. The failure of a party to require performance by the other party of any provision hereof will in no way affect the right of the party thereafter to enforce same against the other party, nor will waiver by either party of a breach of any provision hereof by the other party be taken or be held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
10.5 Amendment. We may amend these Terms at any time by posting the modified Terms on the Service. The modifications shall be effective upon such posting (unless a later date is specified in the posting, in which case that date shall be the effective date of the modifications). You agree to review these Terms periodically so that you are aware of any modifications. Your continued use of the Service after such modifications constitutes your acknowledgment of, and agreement to be bound by, the amended Terms.
10.6 Independent Contractor. Nothing in these Terms will create a joint venture, partnership or employment relationship between the parties or their employees or contractors, or between either party and any Recipient.
10.7 Injunctive Relief. Either party may seek to enforce its rights hereunder with respect to the protection of its confidential information or intellectual property through temporary or permanent injunctive relief, which will be in addition to any other available relief and which will not require a bond or security.
10.8 Interpretation. These Terms will be construed as a whole, according to their fair meaning, and not in favor of or against any party. Headings are used for reference purposes only and should be ignored in the interpretation of these Terms. Whenever the words “include,” “includes” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation”.
10.9 Severability. Any provision of these Terms which is held invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and without rendering invalid or unenforceable the remaining provisions of these Terms or affecting the validity or enforceability of any of the provisions of these Terms in any other jurisdiction. If any provision of these Terms is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.
10.10 Assignment. Except as expressly stated otherwise herein, neither party may assign or otherwise transfer (whether by operation of law, merger, consolidation, change of control or otherwise) these Terms or any rights or obligations hereunder without the written consent of the other party, except that we may, without such consent, assign or transfer these Terms to a purchaser of all or substantially all of our assets or to a successor organization by merger, consolidation, change of control, conversion or otherwise. Any assignment or transfer, or attempted assignment or transfer, in violation of these Terms is void ab initio. These Terms are binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
10.11 Force Majeure. NNeither party will be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond such party’s reasonable control, including weather, fire, floods, labor disputes, riots or civil disturbances, acts of government, and acts of war or terrorism.
11.1 “Applicable Law” means all of the following to the extent applicable: (i) any law, regulation, rule, restriction or order issued or promulgated by any governmental or regulatory authority or instrumentality, domestic or foreign; and (ii) any rule, bylaw, guideline, restriction or requirement promulgated by the Bank or any card network or payment processor.
11.2 “Bank” means any third party financial institution which originates or otherwise assists with a Transaction.
11.3 “Documentation” means the Bold user guides, acceptable use policies, data delivery instructions, API instructions and other information and materials describing or otherwise related to the Service, all as may be modified by us from time to time and made available to you through the Service or otherwise.
11.4 “Effective Date” means the date these Terms are first agreed to by you (whether by accessing or using the Service, by checking a box indicating your acceptance of these Terms, or otherwise.)
11.5 “Recipient” means a third party to whom you initiate a payment facilitated by the Service.
11.6 “Required Information” means any information required by us, the Bank, any card network or payment processor, or any governmental or regulatory authority or instrumentality in connection with the provision of the Service, including any (i) “Know Your Customer” or other information related to the verification of your or any Recipient’s identity, (ii) information related to Transactions, (iii) information or documentation necessary for us to provide income tax reporting or to perform any tax withholding or otherwise comply with the Foreign Account Tax Compliance Act or other Applicable Law, or (iv) information related to your business model (including offered products and services), financial condition or ownership structure (including identification of each person or entity (or group of affiliated persons or entities) holding 20% or more of your outstanding voting securities or interests.)
11.7 “Service” means the online payment facilitation services and any other products or services made available by us, including any related offline components (such as mobile applications) and any content, data or information (such as APIs or developer kits) provided by us or our licensors through or in connection with the Service. We are not a bank and do not offer banking services as defined by the United States Department of Treasury.
11.8 “Terms” means these Client Terms of Service.
11.9 “Transaction” means any payment by you or other transaction involving you that is facilitated by the Service.
11.10 “Your Content” means any data, information, services, products or other content provided, conducted or otherwise made available by you or your representatives through or in connection with the Service.