Last Updated: June 5, 2020
Monit is a financial assistant built to optimize the financial performance of your business. Our goal is to help you take care of the financial aspects of your business – particularly cashflow and financial insights that can save you cash – and act as your 24×7 eyes and ears on your business financials. We do this by using information we get from your accounting software, from you, and from third parties on your behalf to provide you insights on how to avoid cashflow traps, improve the financial health of your business, save money, and let you focus on generating revenue and running your business.
Now for the “legal” stuff.
Please read these Terms. Your use of the Services represents your agreement to these Terms.
These Terms are between you and Signal Financial Technologies LLC doing business as Monit (“we,” “our” and “us”) concerning your use of the services currently located at monitapp.io (and any successor sites), our mobile applications, and third party integrations (together, the “Services”).
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND CONTAIN IMPORTANT DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY. Please see Section 20 for the arbitration provisions. Please read the entire Terms, but please read all capitalized provisions carefully as they contain important disclaimers of warranties and limitations on liability.
- Acceptance of Terms. The Services are made available by us in accordance with these Terms. We reserve the right to make changes to these Terms in our sole discretion. We may provide the changes to you by any reasonable means, including by posting the updated Terms on signalft.com. You can determine when these Terms were last changed by referring to the “Last Updated” legend at the top of these Terms. Your access to or use of the Services after such posting or other notification of changes represents your agreement to the changes. Any changes to these Terms will not apply to any dispute between you and us that arose prior to the date of such posting or notification.Some of the Services may be subject to additional terms and conditions, which are posted or made available separately from these Terms (“Additional Terms”). Your use of the Services may also be subject to additional policies, guidelines or rules we also post or make available. Such Additional Terms policies, guidelines and rules are incorporated and form a part of these Terms. If there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.We reserve the right at any time to modify, suspend or discontinue any of the Services, with or without notice; modify and/or waive any fees charged in connection with the Services; and/or offer opportunities to some or all users of the Services. Neither we nor any of our affiliates will be liable to you or any third party for any modification, suspension or discontinuance of the Services.
- Description of the Services. We may provide you a number of Services, including cashflow history and projections, a snapshot of the performance of your business, potential savings opportunities based on your business expenses, ways to plan for the future of your business, the readiness of your business to acquire or change financing and loans, insights on banking product selection, educational content on important financial matters, and much more. While we give you insights and the detail behind it all, you are in charge of making the final decision. When you make a decision using Monit, be sure to take into account any information only you would know, such as an upcoming change in your business and new developments. We are not in the business of providing financial, accounting, tax, investment or other professional advice. Consult the services of a competent professional when you need this type of assistance.Beta or pre-release products or services may be made available to you. These products and services may contain features and functionality that are incomplete or subject to substantial change or discontinuation. Any beta or pre-release products and services are provided to you “AS IS” and “AS AVAILABLE” and without warranty. We may use any feedback, suggestions, ideas, or enhancement requests you submit to us about the Services or beta or pre-release products and services freely and without restriction or compensation to you.
- that owner has agreed to providing his or her business’s information to us; and
- that owner understands and agrees that we may use and disclose his or her business information as we would your business information.
- Accuracy of Third Party Information. We may use information from other sources in connection with the Services (for example, bank account information). Information from other sources may be inaccurate, incomplete or out of date. Incomplete, out of date and inaccurate information provided by third party data suppliers will adversely affect our Services. If you believe any information provided by third parties about you is inaccurate, you may be able to dispute this information directly with the third party source.
- Registration; User Names and Passwords. You must register with us and establish an account with us (“Monit Account”) in order to access the Services. You must specify at least one administrator to manage your Monit Account. Administrators can add, remove, or manage users and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of administrators, users, and those using credentials issued to administrators and users to access your Monit Account. Use of the Monit Account and Services by your administrators and users is considered use of the Monit Account and Services by you.You will keep your Monit Account secure and only provide access to individuals that you have authorized to act on your behalf. You will immediately disable user access to the Services if you know or believe your Monit Account has been compromised or may be misused; and you will promptly notify us of any unauthorized access or use. You are responsible for any loss or damage you incur caused by administrators, users, or other persons given access to the Services or your Monit Account. We may suspend or terminate access to your Monit Account and the Services if we believe your Monit Account has been compromised or that not doing so may pose a risk to you, us or any third parties.
- Notices. You consent to us providing notices to you electronically. We will provide notices regarding activity and alerts electronically through your Monit Account, email, and via text or SMS to the contact information provided to us by you and your administrators and users. These notices may be sent to your administrators or users by the same methods. Any change to contact information will change our ability to provide notices. We should be notified of changes immediately.
- Mobile Device Application. You and your administrators and users are responsible for any requirements of our mobile applications, including any updates and fees. You and your administrators and users are also responsible for compliance with the terms of agreements with their mobile device and telecommunications providers. We are not responsible for the products and services provided by your mobile device or telecommunications provider.
- Our Proprietary Rights. The information and materials made available through or related to the Services are and will remain our property or the property of our licensors and suppliers, and are protected by copyright, trademark, patent, trade secret and/or other proprietary rights and laws. You agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on any part of the Services. Our trade names, trademarks and service marks include Monit, Signal, Signal Financial, Signal Financial Technologies, and any associated logos. All trademarks and service marks displayed in connection with the Services not owned by us are the property of their respective owners. No license or right is granted to use any of our trade names, trademarks or service marks. You agree not to disclose to or share with any person any information we provide or make available to you that should reasonably be expected to be treated as confidential.
- Links. The Services may provide links to other web sites and online resources. Because we have no control over such sites and resources, Monit is not responsible for the availability of such sites or resources and neither endorse nor are we responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other web sites may provide links to the Services with or without our authorization. Monit does not endorse such sites and is not and will not be responsible or liable for any links from such sites to the Services, any content, advertising, products or other materials available on or through such sites, or any loss or damages incurred in connection with such sites. We have the right to block links to the Services through technological or other means without prior notice.
- Transaction Information from Other Accounts. We use data from your accounting software in connection with providing you the Services. In order to do this, we contract with vendors that connect to your accounting data package so we can access your data. The accounting data may include information from your bank and other financial accounts linked to your accounting software (“Transaction Information”). We work with vendors to obtain the Transaction Information with your permission, and the vendors require that the following disclosures are provided to you. The permissions you provide also allow the vendors to use your data, including aggregated data (which has none of your personally identifiable information), as necessary for the vendors to provide their services to us and for the vendors’ business purposes. We and our vendors will not provide the Transaction Information to you in the original form received from the provider, but certain details of the Transaction Information may be provided to you. We do not review the Transaction Information for accuracy or completeness. We have no liability for any actions or inactions on the part of any vendor. We and our vendors are not responsible for the Transaction Information or products and services offered by or on provider sites and make no express or implied warranties, including for merchantability and fitness for a particular purpose with respect to such Transaction Information, products or services. We and our vendors are not responsible for delays in obtaining Transaction Information, the accuracy, completeness, storage or loss of the Transaction Information, personalization settings or service interruptions. The Transaction Information may only be current at the time accessed and is provided on an “as is” and “as available” basis from the providers. Such information may be more current if obtained directly by you from the providers.
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- Insights. We created Monit to assist you in decision making about your business using data from you and third parties you’ve given permission for us to access. Our assessments, options, information and insights are based on dynamic financial models, machine intelligence, behavioral finance, and customary business practices. Your business’s financial situation is unique and dependent on many circumstances and factors and our insights may not include knowledge of things we do not know about you or have not yet learned how to best incorporate in our decision intelligence. In using Monit, you acknowledge this is the case, because in the end, any decision about your business is something you alone can make. Remember there are professional sources of financial guidance available to you such as accountants and other advisors, and while they may not use advanced decision intelligence like ours, they may know more about your individual circumstances given that you are a client. We will continuously work at improving our intelligence and ability to understand you and incorporate this into our platform. Finally, any insights we provide should be used as information you can consider in making your own financial decision.
- Providers of Financial Products or Services. We are not a provider of financial products or services. In using the Services, you may identify products and services offered by your bank or other third-party providers. If you obtain a financial product or service from a third-party provider, that provider is solely responsible for its products and services provided to you, and you agree that we are not liable for any claims, losses, damages, liabilities, penalties, fines, costs and expenses arising out of or in any way related to such products and services.
- Disclaimer of Warranties. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES, OTHER THAN THOSE EXPRESSLY PROVIDED IN THESE TERMS. YOU AGREE THAT YOU MUST EVALUATE ANY INSIGHTS AND OPTIONS PROVIDED ON YOUR OWN, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH ANY FINAL DECISIONS YOU MAKE IN USING THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THE SERVICES. MONIT AND THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO (A) THE SERVICES, EXCEPT THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS, AND (B) ANY PRODUCT OR SERVICE (INCLUDING THIRD PARTY PRODUCTS AND SERVICES) YOU OBTAIN, ALL TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, NONINFRINGEMENT, TITLE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.NO INSIGHTS OR OPTION PRESENTED OR INFORMATION OBTAINED BY YOU FROM THE SERVICES WILL CREATE ANY WARRANTY REGARDING US OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU MAKE ALL FINAL DECISIONS RELATING TO THE SERVICES AND THE FINANCIAL PRODUCTS AND SERVICES YOU ULTIMATELY OBTAIN AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY LOSS, DAMAGE AND LIABILITY THAT MAY RESULT FROM YOUR DECISIONS.YOU ACKNOWLEDGE THAT WE ARE NOT AN INTERMEDIARY BETWEEN YOU AND ANY FINANCIAL INSTITUTION THAT MAY BE PRESENTED AS AN OPTION FOR FINANCIAL PRODUCTS OR SERVICES FOR YOU TO CONSIDER WHEN USING THE SERVICES. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY FINANCIAL PRODUCT OR SERVICE YOU MAY ULTIMATELY OBTAIN FROM ANY FINANCIAL INSTITUTION.NOTHING IN THIS SECTION AFFECTS WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.
- LIMITATION OF LIABILITY. MONIT AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. MONIT WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCT OR SERVICE YOU OBTAIN FROM A THIRD-PARTY PROVIDER. MONIT WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS, USE OR DISCLOSURE OF ANY INFORMATION RELATING TO YOU HELD, MAINTAINED OR UNDER THE CONTROL OF ANY THIRD PARTY, INCLUDING ANY SECURITY BREACH RELATING TO INFORMATION ABOUT YOU EXPERIENCED BY A THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. OUR MAXIMUM LIABILITY FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, PENALTIES, FINES, COSTS, EXPENSES, CAUSES OF ACTION AND SETTLEMENTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE FIFTY PERCENT OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SERVICES OR $100, WHICHEVER IS GREATER.While we try to maintain the integrity and security of the Services, we do not guarantee that the Services will be or remain secure, complete or correct, or that access to the Services will be uninterrupted. Third parties may make unauthorized alterations to the Services and we are not responsible for these alterations. If you become aware of any unauthorized third party alteration to the Services, contact us at firstname.lastname@example.org with a description of the issue and the URL or location within the Services where the issue appears.
- Indemnity. You agree to indemnify and hold harmless Signal from and against all claims, losses, damages, liabilities, penalties, fines, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Services; or (b) any violation of these Terms by you.
- Rules of Conduct. While using the Services, you will comply with applicable law. In addition, you will not:
- Post, transmit, or otherwise make available, through or in connection with the Services:
- Anything that is or may be (A) threatening, harassing, degrading, hateful or intimidating; (B) defamatory; (C) fraudulent or tortious; (D) obscene, indecent, pornographic or otherwise objectionable; or (E) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
- Any material, non-public information about any person without the proper authorization to do so.
- Use the Services for any fraudulent or unlawful purpose.
- Use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Services.
- Impersonate any person, including any representative of us; falsely state or otherwise misrepresent your affiliation with any person in connection with the Services; or express or imply that we endorse any statement or posting you make.
- Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Services (including by hacking or defacing any portion of the Services).
- Use the Services to advertise or offer to sell or buy any goods or services.
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services.
- Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services.
- Remove any copyright, trademark or other proprietary rights notice from the Services or materials relating to the Services.
- Frame or mirror any part of the Services.
- Create a database by downloading and storing any Services content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Services content or reproduce or circumvent the navigational structure or presentation of the Services.
- Post, transmit, or otherwise make available, through or in connection with the Services:
- Termination by Us. These Terms are effective until terminated. We, in our sole discretion, may limit, suspend or terminate your access to or use of the Services, at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon termination, your right to use the Services will immediately cease. Any limitation or termination of your access to or use of the Services may be effected without prior notice, and we may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files. Signal will not be liable to you or any third party for any termination of your access to the Services or to any such information or files and will not be required to make such information or files available to you after termination. Sections 2, 3, 4, 7, 8, 14, 15, 16, 18, 19, 20, 21, 24 and 26 will survive any expiration or termination of these Terms or your Monit Account.
- Terminating Your Monit Account. Subject to any Additional Terms you have entered into with us, including any subscription agreement, you may terminate your Monit Account at any time by clicking “settings” under “Profile” and then clicking “Delete Monit Account” and following the necessary steps. Your instructions will become effective in one business day or such longer period as will be commercially reasonable under the circumstances for us to act on your instructions. We will retain (a) your name and email address, the insights we provided to you, your financial profile and other identifiers (for example, registration dates, IP address), and (b) your profile information and any other information about you or provided by you solely for record keeping purposes with respect to the insights we provided and for no other purpose. We may anonymize and aggregate your information with other anonymized data to help us provide, optimize, improve, promote or market our products and services, create new products and services, or conduct or further our business.
- Governing Law and Disputes; Binding Arbitration. These Terms are governed by and will be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law, and regardless of your location.The parties agree to resolve all disputes relating to these Terms as provided in this section. Any arbitration or other legal proceeding under these Terms will only be on an individual basis. Neither party may form with other arbitrators or parties to form a class arbitration, class action, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts (“Consolidated Action”). Each party waives its right to participate in a Consolidated Action against the other party.Each party agrees to first attempt to resolve any dispute, claim, or controversy relating to these terms (“Disputes”) in good faith and in a timely manner. Where no resolution can be found, Disputes will be resolved by arbitration in Boston, Massachusetts before a single arbitrator, as provided in this section.Arbitration will be administered by JAMS according to the rules and procedures in effect at the time the arbitration is commenced. Disputes with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitrator will apply the substantive law of the Commonwealth of Massachusetts. If JAMS cannot administer the Dispute, either party may petition the US District Court for the District of Massachusetts to appoint an arbitrator. The parties acknowledge that transactions under these Terms may involve matters of interstate commerce and, notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms.Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Dispute and the relief requested. Nothing in these Terms affects the right of a party to seek urgent injunctive or declaratory relief from a court of appropriate jurisdiction in respect of a Dispute.The prevailing party is entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration, in addition to any other relief it may be awarded.Proceedings and information related to Disputes will be maintained as confidential, including the nature and details of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained. The parties and each of their witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
- Jurisdictional Issues. The Services are hosted by us from the United States and are not intended to subject us to the laws or jurisdiction of any jurisdiction other than the United States. We do not represent or warrant that the Services are appropriate or available for use in any particular jurisdiction other than the United States. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all foreign, federal, state, local and other laws. We may limit the availability of any Service to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
- Information or Complaints. If you have a question or complaint regarding the Services, please contact us at email@example.com. You may also contact us by writing to 36 Washington Street, Suite 170, Wellesley MA 02481, or by calling us at (617) 433-8131.
- Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available provided in connection with the Services infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to: General Counsel at Signal Financial Technologies LLC, 36 Washington Street, Suite 170, Wellesley, MA 02481. Email: firstname.lastname@example.org.We suggest that you consult your legal advisor before filing a notice or counter-notice.
- Miscellaneous. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title of these Terms is inserted only as a matter of convenience, and in no way defines or explains any section or provision. These Terms, together with any Additional Terms and all policies, guidelines and rules incorporated by reference, represent the entire agreement between you and us relating to the subject matter of these Terms and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address. You agree that a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failures to fulfill any obligations due to causes beyond our control. We may publicly reference you as a Monit customer on our website or in communications. We will not express any false endorsement or partnerships. You grant us a limited license to use your trademarks or service marks for this purpose.
- Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary in these Terms, the following provisions apply with respect to your use of any version of the application (“App”) compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these Terms and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and will not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to us in accordance with Section 22 (Information or Complaints). The license you have been granted in this Section 25 is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.
- Codat Limited Specific Terms. Codat Limited (“Codat”) is a vendor used to obtain Accounting information as provided in Section 10. Codat is not a party to these Terms, but you agree with Codat to the provisions contained in this Section 26. For purposes of this Section 26, “we,” “our” and “us” refer to Codat, and “Codat Services” refers to the services Codat provides Signal Financial Technologies LLC related to the Services.
- Information. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. You are responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you, or anyone you authorize on your behalf, to access the Codat Services and your provider accounts (collectively, “Licensee Access Information”), and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in, with, or in conjunction with the Codat Services (collectively, “Account Data”). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Licensee Access Information. It is assumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. We reserve the right to deny you access to the Codat Services if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred. You grant us and our third party vendors permission to use Licensee Access Information to enable us to provide the Codat Services to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services we may provide to you in the future. Your personally identifiable information will not be shared with or sold to third parties. Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is collected through your use of the Codat Services, may be used by our third party vendors to conduct certain analytical research, performance tracking and benchmarking. Our third party vendors may publish summary or aggregate results relating to metrics comprised of research data and distribute or license such anonymous, aggregated research data for any purpose, including helping to improve products and services and assisting in troubleshooting and technical support.
- Provider Codat Services
- General. In connection with your use of and as part of the functionality of the Codat Services, you may have access to certain online services or information that may be made available by your provider(s) (“Provider Codat Services”), including online banking, online payment, online investment account download, online bill pay, online trading, and other account information available from your provider(s). The Codat Services are designed to allow you to access Provider Codat Services (if and to the extent provided by your provider(s)) to set up banking and other information, allow the Codat Services to access your account(s), download transactions into the Codat Services and otherwise aggregate information from your account(s) with your provider(s). You acknowledge and agree that we have no control over the provision of Provider Codat Services or provision of access to the Provider Codat Services by your provider(s), do not guarantee that the Codat Services will work with the Provider Codat Services, and will have no liability whatsoever for any actions or inactions on the part of the provider(s) resulting in your inability to use the Codat Services to access your accounts, obtain data, download transactions, or otherwise use or access the Provider Codat Services.
- Collection of Provider Account Information. You acknowledge that in accessing your data and information through the Codat Services, your provider account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such provider(s) such as bank and other account balances, credit card charges, debits and deposits (collectively, “Provider Account Data”), may be collected and stored in the Codat Services. You authorize us and our third party vendors, in conjunction with the operation and hosting of the Codat Services, to use certain Provider Account Data to (A) collect your Provider Account Data, (B) reformat and manipulate such Provider Account Data, (C) create and provide hypertext links to your provider(s), (D) access the providers’ websites using your Provider Account Data, (E) update and maintain your account information, (F) address errors or service interruptions, (G) enhance the type of data and services we can provide to you in the future, and (H) take such other actions as are reasonably necessary to perform the actions described in (A) through (H). You represent that you are the legal owner of your Provider Account Data and that you have the authority to appoint, and expressly do appoint, us or our third party vendors as your agent with limited power of attorney to access and retrieve your Provider Account Data on your behalf. You further acknowledge that we do not, nor does our third party vendor review your Provider Account Data and agree that we are not responsible for its completeness or accuracy. Any transactions or informational activities performed at any provider’s website are not made through the Codat Services and we assume no responsibility for such transactions or activities. You are responsible for any charges associated with your provider(s).
- Information from Providers’ Websites. You acknowledge and agree that (A) some providers may not allow the Codat Services to access the Provider Codat Services, (B) providers may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of information from such websites, and (C) the Codat Services may “refresh” the Provider Account Data by collecting the Provider Account Data nightly, so your most recent transactions may not be reflected in any account balances or other account information presented to you in or by the Codat Services. If you see a discrepancy in the Provider Account Data, and in any case before making any transactions or decisions based on such account information presented in or through the Codat Services, you should check the last refresh date for the account and confirm Provider Account Data is correct by following the link back to the applicable provider or otherwise confirm that Provider Account Data is up to date and accurate.
- Software Use, Storage and Access. We have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Codat Services, temporarily or permanently, including (i) the amount of storage space you have on the Codat Services at any time, and (ii) the number of times (and the maximum duration for which) you may access the Codat Services in a given period of time. We reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with applicable law, and to provide you with electronic or written notice within 30 days after such change. You may reject changes by discontinuing use of or access to the Codat Services to which such changes relate. Your continued use of or access to the Codat Services will constitute your acceptance of and agreement with such changes. Maintenance upon the Codat Services may be performed from time-to-time resulting in interrupted service, delays or errors in the Codat Services. Attempts to provide prior notice of scheduled maintenance will be made, but we cannot guarantee that such notice will be provided.
- DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE Codat SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE CODAT SERVICES, IN WHOLE OR IN PART, INCLUDING (i) ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, FUNCTIONALITY, TITLE AND NON-INFRINGEMENT, (ii) REPRESENTATIONS AND WARRANTIES THAT THE CODAT SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE SECURE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS ACCESSED BY YOU THROUGH THE CODAT SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, AND THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED, (iii) REPRESENTATIONS AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING AND COURSE OF PERFORMANCE, (iv) ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATED TO THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, RELIABILITY OR ACCURACY OF THE CODAT SERVICES, (v) ANY WARRANTY THAT THE CODAT SERVICES WILL BE SECURE, UNINTERRUPTED, TIMELY, VIRUS-FREE OR ERROR-FREE, AND (vi) WARRANTIES RELATED TO THE ACCURACY OF ANY INFORMATION OBTAINED THROUGH OR BY THE CODAT SERVICES, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CODAT SERVICES, THE CORRECTION OF DEFECTS IN THE CODAT SERVICES, OR THAT THE CODAT SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF OR ACCESS TO THE CODAT SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE CODAT SERVICES. THE CURRENT STATE OF THE CODAT SERVICES DOES NOT ALLOW FOR ERROR-FREE USE OF THE CODAT SERVICES AND THAT INTERRUPTIONS, CRASHES, DOWNTIME AND DELAY IN CODAT SERVICES MAY OCCUR.
- LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, AND WE AND OUR AFFILIATES’ RESPECTIVE THIRD-PARTY PROVIDERS, PARTNERS, LICENSORS, EMPLOYEES, DISTRIBUTORS AND AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED, INCLUDING COMPENSATORY, INCIDENTAL, INDIRECT, DIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, INCLUDING DAMAGES FOR TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF PRIVACY, OR PECUNIARY LOSS ARISING OUT OF YOUR USE OR YOUR INABILITY TO USE OR ACCESS THE CODAT SERVICES; INCLUDING ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN YOUR USE OF THE CODAT SERVICES; ANY ACT OR OMISSION BY US IN ADMINISTERING THE CODAT SERVICES; OR THE PURCHASE OR USE OF ANY PRODUCTS, DATA, INFORMATION, GOODS OR SERVICES OBTAINED THROUGH OR BY THE CODAT SERVICES OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE CODAT SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND EVEN IF A REMEDY SET FORTH IN THIS SECTION 28 IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WE ASSUME NO RESPONSIBILITY FOR ANY DAMAGE CAUSED BY YOUR ACCESS OR INABILITY TO ACCESS THE CODAT SERVICES OR FOR ANY MATTER RELATING TO THE CODAT SERVICES.
- Proprietary Rights. You are permitted to use content delivered to you through the Codat Services only in connection with the Codat Services. You may not copy, reproduce, distribute, or create derivative works from the Codat Services. You agree to not reverse engineer or reverse compile any of the Codat Services technology, including any Java applets associated with the Codat Services.
- Indemnification. You agree, at your expense, to defend, indemnify, hold harmless, protect and fully compensate us, our affiliates, and us and our respective officers, directors, employees, consultants, agents, distributors, partners, licensors and third-party providers from any and all third party claims, liability, damages, expenses and costs (including attorney’s fees) caused by your violation of this Section 26 or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.