ADDITIONAL TERMS OF USE
Tools and calculators
The Platform may contain financial tools, calculators, insights based on account activity, and other features which are designed to help you make informed decisions. All such tools, calculators, and services are provided by us or our Service Providers for educational and informational purposes only. We are not responsible for, and expressly disclaim all liability for, damages of any kind arising out of the use or reliance on the information provided by any of the tools or insights.
You may download certain transactional data for use with other third-party software tools and products created by parties that we do not own or control. If you install or use such software, you are responsible for obtaining any applicable license agreements. You assume all risks of any software that you install, download, or use, and you understand that any information you enter into third-party software may be accessed by unauthorized third parties.
If you use the third-party software to transmit information, you and the third-party provider are responsible for the security and confidentiality of that information.
Other agreements
This TOU is in addition to other agreements and disclosures that apply to your Sponsoring Entity’s account(s) and it incorporates by reference all on screen instructions, disclosures, limitations, fees, and notices. If there is a conflict between this TOU and other account terms that specifically reference the Platform features, this TOU will control in resolving those inconsistencies.
Equipment
You are responsible for and must provide all mobile devices, computers, and/or other equipment, software (other than any software we provide), and services necessary to access the Platform. You may need additional software that is capable of opening PDF files to view, print, and/or save electronic versions of your documents.
Links to other internet sites and third-party services
The Platform may contain links to other websites and services provided, owned or operated by third parties. These links do not imply our endorsement or approval of material on any third-party website. The linked websites are not under our control, and we are not responsible for the availability, content, products, services, advertising, or other materials available on the third-party websites.
The privacy policies of third-party websites may provide less security than our websites, so we strongly encourage you to read the third party's privacy policy before sharing any information with that third party.
All matters concerning third-party websites and services provided or operated by third parties are solely between you and the third party. We make no warranties or representations whatsoever regarding any third-party website or service and we are not responsible or liable to you for any damages, losses, or injuries of any kind arising out of your use of any third-party website.
Intellectual property rights
All intellectual property connected with the Platform (“Intellectual Property”) is the exclusive intellectual property of us, our licensors, and/or Service Providers and it is protected by copyrights and other intellectual property rights. For the avoid of doubt, Intellectual Property does not include data owned by your Sponsoring Entity or a Counterparty that is submitted though the Platform.
You are permitted to use Intellectual Property delivered to you through or accessible by the Platform only for your Sponsoring Entity’s use. You may not copy, reproduce, distribute, or create derivative works from the Intellectual Property. Further, you agree not to reverse-engineer or reverse-compile any technology, including any software or other Intellectual Property associated with the Platform.
The trademarks, logos, and service marks displayed in connection with the Platform are the registered and unregistered trademarks of us, our Service Providers, or other third parties. Under no circumstances may you use, copy, imitate, alter, modify, or change these trademarks.
Nothing contained on, in, or otherwise connected with the Covered Services accessible through the Platform should be construed as granting (by implication or otherwise) any license or right to use any trademark without the express written permission of us or the third party, which has rights to such trademark.
All messages, suggestions, ideas, notes, concepts, know-how, techniques, data, applications, mail, and other information you may send to us through or regarding the Platform shall be considered an uncompensated contribution of intellectual property to us and shall become our exclusive intellectual property. By submitting any of these materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us a perpetual,
royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so-called “moral rights” in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.
Accessing the Platform from outside the United States
The Platform may not be available in all countries, and you understand that the described products and Covered Services are intended for parties located in the United States and U.S. Territories. We do not make any representation that the Platform is appropriate or available for use outside the United States or U.S. Territories. You are prohibited from accessing the Platform from territories where the use of the Platform is illegal.
If you choose to access the Platform from locations outside the United States or U.S. Territories, you do so at your own risk, and you are responsible for compliance with local laws.
Data tracking
We may use first-party and third-party cookies to enhance your user experience, to communicate with you about your accounts or transactions, to enhance security and fraud prevention, to optimize or improve our products and services, to comply with legal and regulatory obligations, and to analyze our traffic. We may share the information collected through cookies with our Service Providers in the United States (which may be outside the jurisdiction in which you reside).
Our provision of, and each use of the Platform constitutes your continuing consent to the use of this technology on our sites.
Export control
You acknowledge that your use of the Platform is subject to the United States government export control laws and regulations, which may restrict or prohibit the use, export, re-export, or transfer of the software associated with the Platform. You agree that you will not directly or indirectly use, export, re-export, or transfer the Platform software except in compliance with applicable U.S. export laws and regulations.
Without limitation, you agree that you will not use the Platform in any embargoed or sanctioned country.
Intended use
The Platform is intended for customers who are 18 years old or older, or otherwise able to lawfully enter into contracts under applicable law. You agree not to use the Platform in any way that would: (a) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of the Platform to impersonate another person or entity; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(c) access the information and content programmatically by macro or other automated means; or (d) use the Platform in such a manner as to gain unauthorized entry or access to computer systems.
Changes in terms of use
We reserve the right to modify this TOU at any time. You will receive notice in accordance with applicable law when any changes are made that materially affect your rights. By continuing to use the Platform, you agree to the most recent version of this TOU.
Delay or suspension of service
We reserve the right to refuse to process any transaction you initiate, and we may suspend your access to the Platform at any time, for any reason, and without notice. Reasons we may suspend or terminate your use of the Platform include: your Sponsoring Entity terminates its relationship with us, suspicious activity, or suspected abuse of terms outlined in this TOU. Until your access is reinstated for the Platform, you will not be able to use any of the Covered Services accessible through the Platform. If we terminate or suspend your use of the Platform, we reserve the right to suspend any recurring activity that you have previously authorized.
Without limiting any other provision of this TOU, if we or any other Service Provider reasonably believes that your conduct in using the Platform constitutes a “Threatening Condition” (including, but not limited to, violation of this TOU, violation of any applicable laws, rules, regulations, or industry standards, or otherwise poses a threat to any system, equipment, process, intellectual property, or the reputation of us or any Service Provider), we or any such Service Provider may provide you with a notice to cease the Threatening Condition.
If, in the reasonable and good faith determination of us or any Service Provider, the Threatening Condition poses an imminent or actual threat (including regulatory investigation, inquiry or penalty) to us or any Service Provider or its systems, equipment, processes, or intellectual property, you agree that we or any other Service Provider may suspend any and all use of the Platform without notice.
Term and termination
We reserve the right to add or eliminate Covered Services available on the Platform, and we may terminate all or part of this TOU and your use of any or all the Platform for any reason and at any time with or without prior notice as the law requires. You agree that you will immediately stop using the Platform upon our request.
You may contact us to voluntarily terminate your access to the Platform and withdraw your consent to this TOU. If you terminate your access and/or withdraw your consent to this TOU, you will no longer have access to any of the Platform.
If you terminate your access to the Platform, you authorize us to continue to honor any instructions you have previously authorized until we have had a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice, we will suspend any recurring activity that you have previously authorized.
All applicable provisions of this TOU shall survive termination by either you or us, including, without limitation, provisions related to your liability, intellectual property, warranty disclaimers, limitations of liability, and indemnification.
No warranties
NEITHER WE, NOR SERVICE PROVIDERS, REPRESENTS OR WARRANTS THE ACCURACY, ADEQUACY, COMPLETENESS OR TIMELINESS OF THE PLATFORM, OR THE ERROR FREE USE OF THE PLATFORM. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND FREEDOM FROM A COMPUTER VIRUS.
IN THE EVENT OF A SYSTEM FAILURE OR INTERRUPTION, YOUR OR YOUR SPONSORING ENTITY’S DATA MAY BE LOST OR DESTROYED. YOU ASSUME THE RISK OF LOSS OF YOUR AND YOUR SPONSORING ENTITY’S DATA DURING ANY SYSTEM FAILURE OR INTERRUPTION AND THE RESPONSIBILITY TO VERIFY THE ACCURACY AND COMPLETENESS OF ANY TRANSACTIONS SO AFFECTED.
Limitation of liability; indemnification
IN NO EVENT WILL WE OR ANY SERVICE PROVIDERS BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER CAUSED BY OR RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE PLATFORM;
(2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO YOUR INFORMATION; (3) ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN INFORMATION OR CONTENT PROVIDED BY, CONTAINED WITHIN, OR OBTAINED THROUGH THE PLATFORM, OR (4) ANY OTHER FAILURE, ACTION, OR OMISSION.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US AND OUR SERVICE PROVIDERS HARMLESS FROM ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES) ARISING FROM (1) A THIRD-PARTY CLAIM, ACTION OR ALLEGATION OF INFRINGEMENT, MISUSE OR MISAPPROPRIATION BASED ON INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO OR THROUGH THE PLATFORM; (2) ANY FRAUD, MANIPULATION OR OTHER BREACH OF THIS TOU BY YOU;
(3) ANY THIRD-PARTY CLAIM, ACTION OR ALLEGATIONS BROUGHT AGAINST US ARISING OUT OF OR RELATING TO A DISPUTE WITH YOU OVER THE TERMS AND CONDITIONS OF AN AGREEMENT OR RELATED TO THE PURCHASE OF SALE OF ANY GOODS OR SERVICES; (4) YOUR VIOLATION OF ANY LAW OR RIGHTS OF A THIRD PARTY; OR (5) USE OF THE PLATFORM BY ANY THIRD PARTY GRANTED BY YOU.
WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. YOU WILL NOT SETTLE ANY ACTION OR CLAIMS ON OUR BEHALF WITHOUT OUR PRIOR WRITTEN CONSENT.
Waiver
We will not be deemed to have waived any of our rights or remedies under this TOU unless our waiver is in writing and signed by our authorized officer. No delay or omission on our part in exercising any rights or remedies will operate as a waiver. A waiver on one occasion will not be construed as a bar or waiver of any rights or remedies on future occasions.
Severability and headings
If any provision of this TOU is held to be void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision in that or any other jurisdiction.
The headings in this TOU are for convenience or reference only and do not govern the interpretation of provisions of the TOU.
Assignment
You may not assign your obligations under this TOU to any other party and we will not honor any such assignment. We may assign this TOU and you agree that we have the right to delegate to Service Providers all the rights and performance obligations that we have under this TOU, and that the Service Providers will be third-party beneficiaries of this TOU and will be entitled to all the rights and protections that this TOU provides us.
Complete agreement
This TOU represents the sole and exclusive agreement between you and us regarding your access of the Platform and merges and supersedes all previous and contemporaneous written or oral agreements and understandings regarding your use of the Platform. Please note that your continued use of the Platform is subject to the approval of your Sponsoring Entity, which can direct us to suspend or terminate your access at any time. This TOU is governed by all applicable Federal laws of the United States of America and the laws of the State of Minnesota (without regard to any choice of law provisions thereof).