The materials governed by these terms and conditions are provided by MoneyStack, Inc., (hereinafter, "MoneyStack", "we" or "us"). The MoneyStack website at https://www.moneystack.com (including all content under the "moneystack.com" domain name) is owned by MoneyStack, Inc., and is referred to herein as the "Website." The services that we may provide to you via the Website or any MoneyStack software application ("App") are referred to herein as the "Services." By accessing and using any of the Services, you are agreeing to be legally bound by these terms and conditions (this "Agreement"). Use of and access to the Services is subject to this Agreement and all applicable laws and regulations. Please read this Agreement carefully. If you do not agree and consent to this Agreement, please do not use the Services. If you are accepting this Agreement on behalf of a legal entity other than yourself as an individual, including a business or a government, you represent and warrant that you have full legal authority to bind such entity to this Agreement. You and MoneyStack may be referred to herein individually as a "Party" and collectively as the "Parties."
MoneyStack provides online Services that are free to you, and that include resources to assist you in obtaining answers to a variety of financial questions associated with planning, coaching, expense tracking, educational resources, budgeting and debt management. In addition, the Services enable you to connect with vetted financial professionals that specialize in providing coaching services related to these financial planning, education, budgeting, debt management and other consumer topics ("Financial Professionals"). After using the online Services resources, you may find that you would like to access more in-depth expertise on particular topics than is immediately available using the automated Services capabilities. In such case, you may at no charge consult the MoneyStack Network of Financial Professionals, to select one or more such Financial Professionals for assistance. The Services provide you with the means to make initial contact with a Financial Professional for assistance (the "Initial Consultation"). After the Initial Consultation, you and the Financial Professional may elect to enter into a further relationship within which the Financial Professional may provide services to you in exchange for fees under a separate contract between you and the Financial Professional.
If you request contact with a Financial Professional using the Services, we will forward your request to the Financial Professional via email, text or other means. Upon receiving your request, the Financial Professional will initiate follow-up communications to reach out to you within 72 hours using your preferred communications channel (such as email address and/or telephone number). Note that in forwarding your request, we will share certain of your Personal Data (as defined below) such as your email address with the Financial Professional. Unless you specifically direct otherwise, however, the Financial Professional will not reach out to you via your social media accounts or any like indirect means.
Upon making initial contact with you, the Financial Professional will provide introductory coaching services to you during the Initial Consultation free of charge. The Financial Professional will provide at least fifteen (15) minutes of such consulting service to you, and will provide initial answers to financial questions that you may have within the Financial Professional's area of expertise. If you and the Financial Professional agree that further service from the Financial Professional is desired, you and the Financial Professional may enter into a separate agreement, which may require your direct payment of fees to such Financial Professional. For the avoidance of doubt, MoneyStack is not a party to any such Financial Professional agreement, and shall have no obligations thereunder.
During the Initial Consultation, the Financial Professional shall disclose to you, his/her current rates and fee charging policies. You will remain solely liable to the Financial Professional for any such fees and you specifically acknowledge that MoneyStack has no liability with respect to such fees.
D. THIS AGREEMENT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER. WHERE PERMITTED BY LAW, YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
A. Subject to the terms of this Agreement, we hereby grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services that are intended for public display or access, on a personal computer or mobile device owned or controlled by you. This license may be further limited by the applicable terms of service of the mobile app store from which you downloaded any mobile application used to access the Services, and any specific usage rules set forth therein. Any rights not explicitly granted in this Agreement are strictly withheld and reserved by us.
B. You agree that (i) except in your normal use of the Services, you will not copy or distribute any part of the Services in any medium without our prior written authorization; (ii) you will not alter or modify any part of the Services; and (iii) you will otherwise comply with this Agreement.
C. We shall have no obligation to support your use of the Services in the event that: (i) you experience any error caused in whole or in part by persons other than us; or (ii) you experience any error caused in whole or in part by your use of the Services in association with operating environments and platforms other than those that we support.
D. To the extent that the Services incorporate any third party products, then, in addition to the terms set forth herein, you must comply with any additional terms, restrictions or limitations applicable to such third party products. We have the right to subcontract performance of hosting, credit card and payment processing and other services, in which event the service levels provided by the applicable third party providers will be incorporated herein by reference.
E. You shall procure, install and maintain all client-side equipment, data plans, Internet connections and other hardware necessary for you to connect to and access the Services. We are not responsible for equipment defects, lack of service, or other issues arising from third party services or equipment. You are responsible for all applicable data plan fees, subscription charges or other fees of any kind whatsoever that may be required by your carrier in order to access the Services.
A. You agree that you will not violate any applicable law or regulation in connection with your use of the Services.
B. You agree that you will not distribute, upload, make available or otherwise publish through the Services any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, graphics, text, information, links, profiles, personal information, name, likeness, audio, photos, software, music, sounds, video, comments, messages, posts, tags or similar materials ("Submissions") that:
C. You further agree that you will not do any of the following:
D. We reserve the right to review, edit or remove any Submissions, however, we are not required to routinely screen, monitor or review Submissions on the Services. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH SUBMISSIONS, AND YOUR RELIANCE ON ANY INFORMATION CONTAINED THEREIN IS AT YOUR OWN RISK.
E. You agree that you are not licensed or permitted to access any portion of the Services that we have not made public or accessible to users (whether registered or not), and you may not attempt to override any security measures in place on the Services.
F. Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Services shall not be limited to violations of this Restrictions section.
Some parts or all of the Services may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend those eligibility requirements at any time. You are not eligible to use the Services if doing so would violate any applicable law or regulation.
You must be over the age of 18 to register for an account to use the Services. By registering an account or using the Services, you represent that you meet this minimum age requirement. In any case, you affirm that you are over the age of 13, as the Services are not intended for use by anyone under 13. If you are under 13 years of age, then please do not use the Services without the consent of your parent or guardian. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources.
By creating an Account, you may agree to subscribe to our newsletter, marketing, promotional materials and/or other information that we may send. If you do subscribe to receive our communications, however, you may opt out of receiving any or all of such communications by following the "unsubscribe" link or instructions provided with any such communications.
Access to or use of certain features of the Services and engaging in Transactions may require your payment of fees ("Fees"). Verification of your information may be required prior to the acknowledgment or completion of any Transaction. We may use a third-party payment processor (the "Payment Processor") to charge Fees to you through your registered Account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors made by the Payment Processor. You agree to pay us, through the Payment Processor, any charges for Transactions made by you, and you authorize us, through the Payment Processor, to charge your chosen payment method ("Payment Method"). You represent and warrant that you have the legal right to use any Payment Method that you have specified in connection with any Transaction.
Although we provide our basic Services to you free of charge, we may charge Fees for premium features of the Services, which may be billed on a subscription basis ("Subscription(s)"). In such case, you will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew unless you or we cancel it. You may cancel any of your Subscription renewals either through your online Account management page or by contacting our customer support team.
We may, in our sole discretion, offer you a free trial Subscription to our premium Services for a limited period of time ("Free Trial"). Although payment is not required for such Free Trial, you may still be required to enter your billing information in order to sign up for the Free Trial. If you do so enter your billing information when signing up for the Free Trial, we will not charge you for such Subscription until the Free Trial period has expired. However, unless you cancel your Subscription on or before the last day of the Free Trial period, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected upon expiration of the Free Trial. We reserve the right, at any time and without prior notice, to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
We may modify our Subscription Fees at any time in our sole discretion. Any such Subscription Fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in such Subscription Fees, to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Services after a Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fees amount.
We will consider any refund requests made by you with respect to Subscriptions on a case-by-case basis, but any such refunds will be granted only in our sole discretion.
G. WE MAY CONTINUE TO CHARGE SUBSCRIPTION FEES TO YOU WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT.
H. Your Account will be considered delinquent if payment in full is not successful when a charge is initiated. Amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. If you believe that any specific charge under this Agreement is incorrect, in order to obtain a credit, you must contact us in writing within thirty (30) days after the Transaction, and set forth the nature and amount of the requested correction. Otherwise, charges are final.
I. In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate this Agreement if your Payment Method is declined or fails and your Account therefore is delinquent. Charges to delinquent Accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys' fees and court costs.
J. We may refuse to process requested Transactions at any time for various reasons including, but not limited to: product or service unavailability, errors in the description or price of the product or service, or errors in your order; or if we believe that you may be: i) impersonating another person; ii) violating the intellectual property or other rights of any entity; or iii) committing any fraudulent act; or iv) providing any information that we may otherwise reject for any or no reason in our sole discretion.
K. If you wish to cancel your Account and use of the Services, you may do so at any time through your Account. Any charges incurred prior to cancellation are non-refundable.
B. If you are registered with a Member Account for the Services, you agree to keep your Credentials for login to the Services confidential and secure. You are responsible for controlling the access to and use of your Account. You understand and agree that we assume that instructions we receive from your Account are authoritative, and that we should act upon such instructions. We are not responsible for any unauthorized access to your Account or profile or the ramifications of such access, and we are not required to take action to disable any Account. You agree that you will not bring any action against us arising out of or related to any claimed unauthorized access using your Account Credentials. Your use of any UserID or Credentials other than as provided in this Agreement shall be considered a breach of this Agreement by you.
C. Notwithstanding the foregoing, if we believe that there has been an unauthorized access to your Account, we may take reasonable actions to disable or lock your Account, or otherwise address your situation.
A. You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of your Submissions. In order for us to provide the Services to you or to promote our Services, however, we require your permission to process, display, reproduce and otherwise use Submissions you make available to us. Therefore, if you choose to submit any Submissions (including your name, likeness and other Personal Data) to the Services, or otherwise make any Submissions available through the Services, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Submissions for purposes of providing, using, improving or promoting the Services.
C. By submitting any Submissions to us, you hereby agree, warrant and represent that: (a) your provision of the Submissions does not violate any third party's rights; (b) all such Submissions are accurate and true; and (c) you are not entitled to compensation or attribution from us in exchange for the Submissions.
D. You acknowledge that except to the extent that we process and store your Submissions as part of the Services, we are under no obligation to maintain any Submissions that you submit, post or make available to the Services. We reserve the right to withhold, remove and or discard any such materials at any time.
Because we operate the Services on the Internet or as a mobile application, you consent to transact business with us electronically in order to use the Services. As part of such business, you also consent to our communicating disclosures and other information electronically. Under this Agreement, you agree to electronically receive all documents, communications, notices, disclosures, contracts, and agreements arising from or relating to your use of the Services, including your registration through our Services (each, a "Disclosure"). We will provide all Disclosures to you electronically through the Services or via electronic mail to the email address you provided. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any Transactions to which such Disclosures relate. Your consent will remain in effect for so long as you are a Member and, after you are no longer a Member, such consent will continue until such time as all Disclosures relevant to your Transactions that occurred while you were a Member have been made.
You understand that by sharing information or engaging in Transactions via the Services, and requesting information to be sent through the Services, you may be revealing information about yourself and/or your business that you may include or that may be generated by the Services. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we are not responsible or liable in any way in connection with such sharing.
A. Our graphics, logos, names, designs, page headers, button icons, scripts and service names are our trademarks, trade names and/or trade dress. The "look and feel" of the Services (including color combinations, button shapes, layout, design and all other graphical elements) are protected by international copyright and trademark laws. All product names, services names, trademarks and service marks within the Services ("Marks") are either our property or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by this Agreement.
B. You acknowledge that i) the software used to provide the Services, and all enhancements, updates, upgrades, corrections and modifications to such software (the "Software"), ii) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and iii) all documentation therefor, are the sole and exclusive property of us and/or our licensors. This Agreement does not convey title or ownership to you, but instead gives you only the limited use rights set forth herein. To the extent that you gain access to or receive any copies of the Software, you agree that you will delete such copies of the Software upon any termination of this Agreement, termination of your use of the Services, or at our request.
C. You acknowledge our proprietary rights in the Services and associated documentation and materials, and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Services that we subsequently incorporate into the Services (or any other software or service), you hereby acknowledge that (i) we shall own, and have all rights to use such suggestions and the Services incorporating such new features, functionality or performance; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon us. You shall not sell, lease, or otherwise transfer or distribute the Services or associated documentation, in whole or in part, without prior authorization in writing from us. In the event of any breach of this paragraph, you agree that we will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against you.
A. You expressly warrant that you will not use the Services to request or receive any advice from a Financial Professional with respect to investing in securities or insurance topics. You warrant that any discussion you may have with a Financial Professional with respect to investing in securities or insurance will be via external communications that occur independently and outside of the scope of the Services.
B. We do not represent or warrant that access to the Services will be error-free or uninterrupted, and we do not guarantee that users will be able to access or use the Services, or their features at all times. We reserve the right at any time to modify or discontinue (temporarily or permanently) the Services, or any part thereof, with or without notice.
C. Certain data displayed by the Services rely on the receipt of underlying data from third party sources. Such data sources may not be real-time or accurate, and there may be delays or inaccuracies in such displayed data.
D. The Services may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions, and to change or update information at any time without prior notice. Offered products or services may be mispriced, described inaccurately or unavailable via the Services, and we cannot guarantee the accuracy or completeness of any information found on the Services.
E. Although we have the right to review, edit, remove or modify information from or on the Services, we are not obligated to screen this material or control the sources of this information, and we do not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such information.
F. The materials displayed by the Services, including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, financial, investment, insurance, business or professional advice of any kind. Those accessing the materials displayed by the Services should not act upon them without first seeking relevant professional counsel. The materials should not be used as a substitute for consultation with a professional adviser. You agree that we are not responsible for any financial, business or legal decisions that you may make.
G. YOU UNDERSTAND AND AGREE THAT WE ARE IN NO WAY RESPONSIBLE FOR THE QUALITY OF SERVICES OR INFORMATION PROVIDED BY ANY FINANCIAL PROFESSIONAL TO WHICH YOU MAY BE REFERRED VIA OUR SERVICES; AND YOU WILL HAVE NO RECOURSE AGAINST US, AND WE MAKE NO WARRANTIES AND WILL HAVE NO LIABILITY WITH REGARD TO ANY FINANCIAL PROFESSIONALS' SERVICES OR INFORMATION.
H. BY USING THE SERVICES, YOU AGREE AND ACKNOWLEDGE THAT WE PROVIDE THE SERVICES "AS IS" WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
I. USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF INACCURACIES, MISREPRESENTATIONS BY USERS, VIRUSES OR OTHER HARMFUL COMPONENTS.
J. YOU ASSUME THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGE TO YOUR EQUIPMENT WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN THE SERVICES, ANY OF OUR INFORMATION, PRODUCTS, SYSTEMS, DATABASES, MATERIALS, OR PART THEREOF.
K. YOU ACKNOWLEDGE THAT ELECTRONIC COMMUNICATIONS AND DATABASES ARE SUBJECT TO ERRORS, TAMPERING AND BREAK-INS AND THAT WE DO NOT GUARANTEE THAT SUCH EVENTS WILL NOT TAKE PLACE. YOUR INPUTS, AS WELL AS THIRD PARTY SYSTEMS AND PROCEDURES, MAY INFLUENCE THE OUTPUT AND ERRORS IN ANY ELECTRONIC TRANSMISSION OR COMMUNICATION, AND CAN RESULT IN SUBSTANTIAL ERRORS IN OUTPUT. IN ADDITION, ERRORS MAY BE INTRODUCED INTO INFORMATION OR TRANSACTIONS IN THE COURSE OF THEIR TRANSMISSION OVER ELECTRONIC NETWORKS. YOU SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR APPROPRIATE REVIEW AND CONFIRMATION PROCEDURES TO VERIFY AND CONFIRM TRANSACTIONS IN WHICH YOU PARTICIPATE USING OUR SERVICES.
A. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. Notwithstanding the foregoing, in the event that a court shall find that any of the above disclaimers are not enforceable, then you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (1) any damages in excess of the greater of the Fees you have paid to us during the most recent twelve (12) month period or $50.00, or (2) any indirect, incidental, punitive, special, exemplary or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Services. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
C. SOME JURISDICTIONS MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
A. You agree to defend, indemnify and hold harmless us and our directors, officers, employees, agents, licensors, advisors, independent contractors and providers (collectively referred to herein as "Indemnified Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to the Services; (ii) any advice you may receive from Financial Professionals as referred to you via the Services; (iii) your violation of any term of this Agreement; (iv) your violation of any third party right, including without limitation any intellectual property or privacy right; (v) any allegation that any of your Submissions caused damage to a third party; or (vi) any conduct, activity or action that is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Services.
B. You further agree that you will cooperate with us as is reasonably required in the defense of any such claims in Section (a). We, on behalf of each of the Indemnified Parties, reserve each Indemnified Party's right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your foregoing indemnification obligations, and you shall not, in any event, settle any claim or matter without the written consent of us and each of the Indemnified Parties named as a party in such claim.
C. This defense and indemnification obligation will survive any termination or expiration of this Agreement or your use of the Services.
A. The "Term" of this Agreement will continue until the Agreement is terminated as provided herein. We reserve the right to terminate this Agreement and/or deny all or some portion of the Services to you or any user, in our sole discretion, at any time. This Agreement shall commence upon our providing you with access to the Services and shall continue until terminated by its terms.
B. You may terminate this Agreement at any time by ceasing use of the Services, and by closing your Account. We may terminate this Agreement at any time by closing your Account or otherwise denying you access to the Services.
C. Without limiting the foregoing or assuming any additional legal obligations, we reserve the right to terminate violators of the Copyright Act, in accordance with applicable law. All rights that you grant to us herein related to Submissions shall survive any termination of this Agreement. Further, your representations, warranties and indemnification obligations herein shall survive any termination of this Agreement.
D. Upon termination of the Agreement for any reason, your right to use the Services shall immediately cease. Termination of this Agreement shall not relieve either Party of any obligation accrued prior to the termination date or which by its nature should survive any termination of this Agreement.
A. The term "Confidential Information" means the Services, associated documentation, our pricing, and all other information we disclose to you that is designated as confidential or that by its nature would reasonably be expected to be kept confidential.
B. Notwithstanding the previous paragraph, our Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of you; or (ii) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from us; or (iii) is lawfully disclosed to you by a third party not bound by a duty of non-disclosure; or (iv) is independently developed by you without access to or use of our Confidential Information.
C. You agree to hold all Confidential Information in confidence. You agree not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing your obligations or enjoying your rights under this Agreement. You agree to use the same degree of care in protecting the Confidential Information that you use to protect confidential information of your own of a similar nature and value, but in no event less than a reasonable standard of care to ensure that Confidential Information is not disclosed or distributed by your employees or agents in violation of the provisions of this Agreement. You represent that you have, with each of your employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable you to comply with all of the confidentiality terms hereof.
D. Notwithstanding the foregoing, you may disclose Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that you provide us with prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure.
E. After termination or expiration of this Agreement, you shall return any Confidential Information in your possession or control to us.
A. The laws of the State of New York shall govern this Agreement. Any legal proceeding or arbitration shall be held in New York City, New York (the "Dispute Resolution Location"). To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Services or us, may only be brought by you in a state or federal court located in the Dispute Resolution Location. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.
B. You agree that any claim or dispute arising out of or relating in any way to your use of the Services or any service provided by us, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
C. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, may award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
D. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address specified in the Notice section, below.
E. Arbitration under this Agreement will be conducted by the American Arbitration Association ("AAA") under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
F. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we both agree that we have each waived any right to a jury trial.
G. Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
H. Any dispute or alleged claim you may have with respect to your access or use of the Services must be commenced within one (1) year after the occurrence of the events leading to the dispute or alleged claim.
This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the Parties; nor will either Party hold itself out as an agent, partner, or joint venture party of the other Party.
Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.
No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both Parties.
If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.
We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement or delegate any of your rights, interest or obligations hereunder, without our prior written consent. The sale of a controlling interest in a single Transaction or a series of Transactions of yours shall be deemed an assignment hereunder for which our consent is required. Any unauthorized assignment shall be null and void. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
We shall not be in default or otherwise liable for any delay in or failure of our performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond our control. You acknowledge that the performance of certain of our obligations may require the cooperation of third parties designated by you and outside our control. In the event such third parties fail to cooperate with us in a manner that reasonably permits us to perform our obligations, such failures shall be consider as causes beyond our reasonable control for the purposes of this Section, and shall not be the basis for a determination that we are in breach of any of our obligations under this Agreement or are otherwise liable.
You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of irreparable harm or other damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
This Agreement shall constitute the complete agreement between the Parties and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof.
All legal notices given by you or required under this Agreement shall be in writing and addressed to: MoneyStack, Inc., 16192 Coastal Highway, Lewes, DE, 19958, USA. You may also contact us with general inquiries by email at firstname.lastname@example.org.
Any provision of this Agreement that may reasonably be interpreted as being intended by the Parties to survive termination or expiration of the Agreement, shall survive any such termination or expiration.
If you believe in good faith that any materials posted on the Website or accessed via the Services (the "Materials") infringe any copyright in any work of yours, you agree to contact our "DMCA Copyright Agent" as identified below, hereby designated under the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. §512(c)(3)), with correspondence containing the following:
You agree that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
Address: 16192 Coastal Highway, Lewes, DE 19958, USA
Attn: DMCA Copyright Agent, Legal Department
If you believe in good faith that any Materials (as defined above) posted on the Website or accessed via the Services infringe any of your rights (including any trademark or privacy rights, but not including rights in copyright as addressed in the Copyright Policy, above), or are otherwise unlawful, you agree to send a notice to email@example.com, containing the following information:
If we receive a message from you that complies with all of the above requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to any entity that posted the claimed violative Materials, or any other entity as we deem appropriate.