TERMS OF SERVICE

Last Updated: June 15, 2017

These Terms of Service (the “Terms”) govern your access to and use of the mobile and internet-based services offered by MoneyVoice, PBC (“MoneyVoice”, “we” or “us”) at and through the website moneyvoice.com (the “Website”) and through mobile applications (such services, applications and the website are collectively referred to as the “Service”). PLEASE READ THESE TERMS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MONEYVOICE WHICH GOVERNS YOUR USE OF THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO THE TERMS.

Your Account and Use of the Service

In order to access and use the Service, you must create an account with us. You must provide accurate and complete registration information in order to use the Service. You are responsible for using the Service in a private and secure manner. We are not liable for any damage or loss due to unauthorized account access resulting from your actions. If you become aware of any unauthorized use of your password or your account, you agree to notify us immediately at info@moneyvoice.com. You may create your own account, or one may be assigned or provided to you by someone else, for example, an administrator or another user who has invited you to access and use the Service. Such administrator or other user may be able to access and view your use of the Service as well as restrict or terminate your access.

You may not use the Service for any illegal activity or to violate laws in your jurisdiction. You may not exploit the Service to access confidential information of any other person. The Service is not intended for children under 13, and by using the Service, you are representing that you are at least 18.

Privacy and Restrictions on Use

Your access to and use of the Service is subject to the privacy policy available at https://app.moneyvoice.com/privacy (the “Privacy Policy”), which is incorporated into these Terms and considered a part of these Terms. You agree that you have reviewed the Privacy Policy and understand the ways in which we collect, use and share information about and relating to you, your employer and others when you use the Services (your “Personal Information”). By accessing and using the Service, you consent to the collection, use and sharing of such Personal Information in accordance with the Privacy Policy and to us potentially storing, processing and transmitting such Personal Information outside of the country in which you reside, or are located, at the time you access and use the Service as described in more detail in the Privacy Policy.

You agree that you are responsible for your own conduct while accessing or using the Service and for any consequences thereof. You agree to use the Service only for purposes that are in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to:

Proprietary Rights

You acknowledge and agree that we own all legal right, title and interest in and to the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).  These terms do not convey to you any rights of ownership in or related to the Service or any intellectual property rights. In connection with your use of the Service, you or your employer may submit, or cause to be submitted, and store within the Service electronic data, text, messages, communications and other materials or information about you, your purchasing history and financial activity and other personal and financial data (the “Service Data”). You retain all your ownership rights in the Service Data and you are responsible for protecting those rights in your discretion. By uploading or submitting your Service Data through the Service you give us a worldwide, fully paid-up, royalty-free, irrevocable, perpetual and non-exclusive license to reproduce, adapt, modify, translate, share and distribute such Service Data for the purpose of (i) enabling us to provide you with the Service; (ii) making your reviews, feedback, votes and the like available to other users of the Service; and (iii) providing data and analysis based on your Service Data to third parties in our sole discretion. You represent and warrant that: (i) you either own your Service Data or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (ii) our exercise of the license rights herein does not and will not require obtaining a license from or paying any fee or royalties to any third party.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

User Content

The Service may allow you and other users to submit, post, transmit, analyze and share content other than Service Data, which may include, without limitation, data files, text, articles, documents, images, informational materials, and user comments and feedback (collectively, “User Content”). You retain all your ownership rights in your User Content. By uploading or submitting your User Content through the Service you give us a worldwide, fully paid-up, royalty-free, irrevocable, perpetual and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of (i) enabling us to provide you and other users with the Service and (ii) providing data and analysis based on your User Content to third parties in our sole discretion. You represent and warrant that: (i) you either own your User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (ii) our exercise of the license rights herein does not and will not require obtaining a license from or paying any fee or royalties to any third party. We may display or make User Content available to users of the Service but do not control the content thereof. We do not guarantee any accuracy or confidentiality with respect to any information contained in any User Content, and strongly recommend that you think carefully about what you transmit, submit or post to or through the Service. All User Content is the sole responsibility of the person from whom such User Content originated and you are entirely responsible for all your User Content and for any actions taken by us or other users as a result of such User Content.

We reserve the right to refuse to allow any User Content on the Service, or to edit or remove any User Content at any time without prior notice if we reasonably believe that you or your User Content are in violation of these Terms or otherwise disrupt or threaten the operation of the Service. We comply with the Digital Millennium Copyright Act and will remove User Content from the Service upon receipt of a compliant takedown notice (see the Section titled “Copyright Policy” below). You agree to immediately take down any User Content that violates the Terms, including in response to a request from us. We additionally reserve the right to directly take down such User Content or to suspend or terminate your use of the Service in our sole discretion.

Termination of the Service

You may terminate these Terms at any time by canceling your account on the Service. You agree that we, in our sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Service may be without prior notice, and you agree that we will not be liable to you or any third party for such termination. You are solely responsible for exporting your User Content from the Service prior to termination of your account for any reason.  The provisions of this Agreement relating to limitation of liability, exclusion of warranties, indemnification and intellectual property rights shall continue to be effective after these Terms are terminated.

EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."  MONEYVOICE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MONEYVOICE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) USER DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.

LIMITATION OF LIABILITY 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MONEYVOICE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.  THE LIMITATIONS ON OUR LIABILITY TO YOU ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

You agree to hold harmless and indemnify us, and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to your breach of the Terms, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. We will provide you with written notice of such claim, suit or action.

Dispute Resolution

(a) Informal Negotiations: To expedite resolution and reduce the cost of any dispute, controversy or claim between you and MoneyVoice (a “Claim”), you and MoneyVoice agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. If necessary to preserve a Claim under any applicable statute of limitations, you or MoneyVoice may initiate arbitration while engaging in the informal negotiations.
(b)

BINDING ARBITRATION. YOU AND MONEYVOICE MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate (the “Arbitration Agreement”), is governed by the Federal Arbitration Act and survives the termination of these Terms or your relationship with MoneyVoice. Claims include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: these Terms and prior versions (including the breach, termination, enforcement, interpretation or validity thereof), the Service, your relationship with MoneyVoice, the threatened or actual suspension, deactivation or termination of your account or these Terms, payments made by you or any payments made or allegedly owed to you, breach of any express or implied contract or breach of any express or implied contract or covenant, claims arising under any federal or state laws and common law claims. All disputes concerning the arbitrability of a Claim (including Claims about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND MONEYVOICE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(c)

Agreement Prohibiting Class Actions and Non-Individualized Relief. You and MoneyVoice agree that any arbitration will be limited to the Claim between MoneyVoice and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND MONEYVOICE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING (“CLASS ACTION WAIVER”). Further, unless both you and MoneyVoice otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.

Notwithstanding any other provision of these Terms, the Arbitration Agreement or the AAA Rules (as defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the Claim is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(d)

Rules and Logistics Governing Arbitration.

The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.

As part of the arbitration, both you and MoneyVoice will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction in accordance with the Federal Arbitration Act.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications: (i) If MoneyVoice initiates arbitration under this Arbitration Agreement, MoneyVoice will pay all AAA filing and arbitration fees. If you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD 10,000, MoneyVoice will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); (ii) Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.); (iii) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.

Unless you and MoneyVoice agree otherwise, any arbitration hearings will take place in San Francisco, California.

(e)

Exceptions to Arbitration. The following types of Claims are not required to be arbitrated under the Arbitration Agreement: (i) Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis; and (ii) Claims that may not be subject to arbitration as a matter of law.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration. However you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under this Agreement. These Terms and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(f)

Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(g)

Right to Opt Out of Arbitration Agreement. You may opt out of the Arbitration Agreement by notifying MoneyVoice in writing within thirty (30) days of the date you first registered for the Service or thirty (30) days from the date these Terms were last updated. To opt out, you must send a written notification to MoneyVoice that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

Copyright Policy

We have established the following process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices").  If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Other Content

The Service may include hyperlinks to other web sites or content or resources or email content. We may have no control over any web sites or resources which are provided by other parties.  You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such web sites or resources.  You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

General Legal Terms

The Terms constitute the whole legal agreement between you and us and govern your use of the Service and completely replace any prior agreements between you and us in relation to the Service, including prior versions of the Terms. Should any provision of these Terms be found invalid or unenforceable, the remaining terms shall still apply.

MoneyVoice may amend these Terms from time to time by posting an amended version at the Website and sending you written notice thereof. Such amendment will become effective 30 days after such notice (unless you first terminate this Agreement pursuant to the terms hereof under the Section titled “Termination of the Service”. Your continued use of the Service after such 30-day notice period will confirm your consent to such amendment. This Agreement may not be amended in any other way except through a written agreement by Authorized Representatives of each party.

You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service or our website at our sole discretion. By providing us your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. 

You agree that if we don’t exercise or enforce any legal right or remedy which is contained in these Terms (or of which we have the benefit of under any applicable law), this will not be taken to be a waiver of our rights and that those rights or remedies will still be available to us. 

There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

The Terms, and your relationship with us under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld).