1. Acknowledgment and Acceptance

The following Terms of Service and User Agreement (the “Terms of Service” or “Agreement”) is a binding agreement between you (“User”, “you”, or “your”) and Finwello, Inc. (“Finwello”, “us”, or “our”) governing your access and use of (1) our website, www.finwello.com, (the “Website”) or (2) the Finwello Mobile Application (together with any associated software applications, database structures and queries, interfaces, tools, and the like) (“the “App”), and any functionality, services, updates, or solutions offered by us to you (collectively referred to as the “Platform”).  These Terms of Service apply to all Users who access or use our Platform in any capacity.  Certain products or services offered through the Platform may have additional terms and conditions, which govern in the event of any inconsistency with the Terms of Service below.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE YOU START TO USE THE PLATFORM, PROVIDE ANY INFORMATION ON THE PLATFORM, OR COMPLETE ANY REGISTRATION ON THE PLATFORM.  BY CLICKING “I AGREE” (OR SIMILAR BUTTON) TO ACCEPT OR AGREE TO THESE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU AND/OR BY USING OR ACCESSING THIS PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AS WELL AS OUR PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE; (B) REPRESENT AND WARRANT THAT YOU HAVE THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR A LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT LEGAL ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU SHALL NOT DOWNLOAD, REGISTER, USE, OR ACCESS THE WEBSITE, APP, OR ANY SERVICES ASSOCIATED WITH THE PLATFORM.

2. Account Registration and Security

(a)        Account Registration.    In order to access the Platform or some of the resources the Platform offers, you may be required to register and create an account or provide certain details or other information such as your full name and email address.  We may also need to verify your identity, and you authorize us to collect information from you and make any inquiries we consider necessary to do so (collectively referred to with all information requested to enable your account as “Registration Information”).  If you fail to do so, or if we cannot verify your identity, we can refuse to allow you to use the Platform.  You represent and warrant that all of the Registration Information you provide in creating an account or in order to access some of the resources offered by the Platform are true and complete, you agree to update your account upon any changes to such information, and we disclaim any liability arising from your failure to do so.  The failure to do so may further limit your ability to use the Platform and affect the accuracy and effectiveness of the Platform and any associated services.

(b)        Account Security. You also agree that you are responsible for securely managing your Registration Information including, without limitation, the confidentiality of any usernames, passwords, personal identification numbers, and any other codes that you use to access the Platform.  You may not provide your account information to anyone else to access the Platform using your account information.  You must keep your password strictly confidential.  You will notify us immediately if you believe that your Registration Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.  You should regularly log into the Platform to ensure that no unauthorized activity has occurred.

We reserve the right to withdraw or amend this Platform, and any service, product, solution, or material we provide on the Platform.  We will not be liable if for any reason all or part of the Platform is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to you.

You agree not to attempt to log on to the Platform from any country under sanctions by the Office of Foreign Assets Control (OFAC). Information regarding which countries are under sanctions may be obtained on the U.S. Department of the Treasury website. Any attempt to log on to the Platform from one of these countries may result in your access being restricted and/or terminated.

3. Eligibility and Restrictions

(a)        Minimum Age. In order to use this Platform, you need to: (1) be 18 years of age and (2) have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws.  THE PLATFORM IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18.  By accessing the Platform, you represent and warrant that you are at least 18 years of age or older and are fully able and competent to enter into the terms, conditions, representations, and warranties set forth in this Agreement.  You may not use or access the Platform if you do not agree to these Terms of Service or you are accessing the Platform from outside of the United States.

(b)        Devices.  To use the Platform, you must have a compatible device, and we do not warrant that the Platform will be compatible with all devices.  You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Platform.  Use of the Platform requires Internet access or mobile data, which may be subject to additional fees or charges.  You will be responsible for all fees and charges incurred with respect to accessing the Platform.  You are responsible for: (1) making all arrangements necessary for you to have access to the Platform and (2) ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Service and comply with them.

4. Account Information from Third Party Sites and Authorization

Users may direct Finwello (including any third-party service providers appointed by Finwello) to link or retrieve their own information maintained online by third parties with which they have customer relationships, maintain accounts, or engage in financial information (collectively “Account Information”).  This includes, without information, User bank account, credit card, and other financial account information. By submitting information, data, passwords, credentials, and other log-in information or materials through the Platform, you are expressly directing and authorizing Finwello (and any third-party service providers appointed by Finwello) to retrieve and use that information from third-parties for the purpose of providing the Platform.  You agree that we may use and store that information in accordance with this Agreement and our Privacy Policy.

For the purposes of this Agreement, you grant Finwello (including any third-party service providers appointed by Finwello) a limited power of attorney to retrieve, access, and use your Account Information with the full power and authority to do so, and perform each thing necessary in connection with such activities as you could do in person.  You further represent and agree that you are authorized to disclose and submit such information to Finwello to use for this purpose, without any obligation by Finwello to pay any fees or be subject to any restrictions or limitations.  By using the Platform, you expressly authorize Finwello to access your Account Information maintained by identified third parties on your behalf as your agent.

Finwello makes no effort to review the Account Information for any purpose including, but not limited to, accuracy, legality, or non-infringement.  Finwello is not responsible for the products and services offered by, or on, third-party sites.  Finwello cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any User data, communications, or personalization settings.  For example, when displayed through the Platform, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such third-party sites.  Such information may be more up-to-date when obtained directly from the relevant third-party sites. Finwello is not responsible for any payment processing errors or fees arising from inaccurate Account Information provide by third-parties.

YOU ACKNOWLEDGE AND AGREE THAT WHEN FINWELLO AND/OR ITS SERVICE PROVIDERS IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY SITES, IT IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD-PARTY THAT OPERATES THE SITE.

(c)        Compliance.  You agree that you will access and use the Platform in accordance with all applicable laws.

5. Authorization for ACH Transfers

(a)        Linked Account Transfers.  The Platform may include services intended to assist you in meeting savings goals or other objectives designated by you and which includes funds being withdrawn from a bank account linked by you on the Platform (the “Linked Account”).  Any transfers of funds designated by you from a Linked Account will be processed by one of our third party service-providers. By participating in these services, you must acknowledge and agree to the terms of their platform agreement and privacy policy, which you confirm your agreement to either as part of your onboarding to our application or during initial goal setup, and authorize them to manually transfer funds from the Linked Account in the amount and in the frequency you designate on the Platform.

The funds will continue to be withdrawn from your Linked Account unless: (1) you discontinue the designated goal on the Platform; or (2) we are unable to process the transfer from your Linked Account.  You agree that we and our agents may reverse, withdraw, or cancel any debit, transaction or item that provided you with funds in error.

(b)        Custodial Account.  The funds transferred from your Linked Account are held in a non-interest bearing custodial account established at a financial institution by one of our third party service providers and  maintained for the benefit of eligible Users (the “Custodial Account”).  Any funds deposited into the Custodial Account may not be protected by FDIC pass-through insurance or the National Credit Union Share Insurance Fund.  This means that if the financial institution holding the Custodial Account fails, your funds may not be insured and could be subject to loss.  You acknowledge and agree that you understand this potential risk and agree to hold us harmless for any loss of funds held in a Custodial Account for your benefit.

(c)        User Responsibility. You are solely responsible for ensuring your Linked Account has sufficient funds for each withdrawal at the time such funds are withdrawn.  You’re also responsible for ensuring each savings amount designated by you is appropriate for your situation.  If you don’t have sufficient funds in your Linked Account, you may incur an insufficient funds or overdraft fee from your bank, and Finwello bears no liability for any fee that may be imposed by your bank or other financial institution.  The savings features offered through the Platform is not a savings account and you will not earn any interest on any funds transferred from Linked Accounts.

6. Consent to Collect Technical Data

We may collect technical information and use certain technologies, including session replay software and pixel technology, to collect and analyze technical data relating to the provision, use and performance of the Platform and related systems.  This technical data may include your Internet protocol (IP) address, the company name from which you are browsing our Platform, your browser type and version, time zone setting, operating system and platform, and information about your visit to the Platform including the full Uniform Resource Locators (URL), clickstream to, through and from our Platform, including the date and time, page response times, technical errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the Platform.  By visiting and using the Platform, you hereby consent to and agree to the collection of this data by Finwello and that Finwello will be free (during and after the term hereof) to (i) use such data to improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform and other service offerings; (ii) disclose such data in aggregated or de-identified from in connection with its business; and (iii) otherwise use and disclose such data as set forth in our Privacy Policy.

7. Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion.  All changes are effective immediately when we post them on the Platform.  Similarly, we may update the Platform, including with tools, utilities, improvements, or third party applications.  You agree to receive these updates.  Your continued use of the Platform following the posting of revised Terms of Service means that you accept and agree to the changes.  For certain types of updates and revisions, we may decide, in our sole discretion, to notify you of such changes via email or other method of written notice.

8. Platform Ownership and Intellectual Property Rights

(a)       Platform.  The Platform and its entire contents, features, functionality, and services (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by and the exclusive property of Finwello, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  You acknowledge and agree that you do not acquire any ownership rights to the Platform, or any services offered through the Platform, through this Agreement or by use of the Platform.  You acknowledge and agree that Finwello has and retains exclusive and valid ownership of all anonymized statistical information regarding use of the Platform.  Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the Platform and any component thereof is strictly prohibited.

(b)        Ideas.  You may suggest improvements and/or communicate to Finwello ideas, inventions, discoveries, or concepts (“Ideas”) during the term of this Agreement, and you and us may discover or create the Ideas jointly with us.  You agree that any such Idea shall be and remain solely the property of Finwello and/or its licensors and may be used and sold, licensed, or otherwise provided by Finwello and/or its licensors to third parties, or published or otherwise publicly disclosed, in Finwello’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you.  You hereby assign to Finwello any and all of your right, title, and interest in and to any such Ideas.

(c)        Third Parties. Additionally, logos, trademarks and service marks of third parties may also appear on this Platform, and such are the exclusive property of their respective owners and no use or other rights are granted with respect to these trademarks without the express, written approval of the trademark/service mark owner. You may view, copy and print pages from the Platform only: (1) for personal use, provided that you maintain all copyright, trademark, and other proprietary rights or notices; or (2) for communicating with Finwello about a company product or service. You may not otherwise use, reproduce, download, store, post, broadcast, transmit, modify, sell or make available to the public content from the Platform without the prior written approval of Finwello.

(d)        Apple.  If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This agreement is between you and Finwello only, not with Apple. We, not Apple, are responsible for the App and Platform and the content of it. The license granted to you in this agreement is for use on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App or Platform may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. If you need any support with respect to the App, please contact us. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the App and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Privacy Policy and Agreement, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.  No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Finwello.  Any use of the Platform not expressly permitted by the Privacy Policy and Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

9. Usage Data, Your Data, Communications

In order for us to provide the Platform, you grant to us a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered into the Platform (“Data”) to the extent necessary for Finwello to: (1) provide the Platform and our services; (2) perform our obligations under this Agreement; (3) attribute content to you; (4) compile analyses and statistical information from Data regarding usage or performance of the Platform and user engagement; (5) provide, monitor, correct, enhance, and improve the Platform and perform services related thereto; (6) develop new products or services; and (7) accomplish other internal business purposes or as described in Finwello’s Privacy Policy.

You also grant to Finwello a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that Finwello has and retains exclusive and valid ownership of all Deidentified Data. Finwello shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Platform and related systems and technologies (“Usage Data”), and you acknowledge and agree that Finwello has and retains exclusive and valid ownership of all Usage Data. Finwello will be free (during and after the Term) to use such Deidentified Data and Usage Data for any purpose, including to (1) improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other service offerings, (2) disclose such data in connection with our business, and (3) otherwise use and disclose such data as set forth in our Privacy Policy.

10. User Conduct

You may use the Platform only for lawful purposes and in accordance with the Privacy Policy and Agreement.  Transmitting, distributing, or storing any material that violates any applicable law or the Privacy Policy and Agreement is prohibited. You agree not to use the Platform:

• • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, ay laws regarding the export of data or software to and from the United States or other countries), or promote any illegal activity, or advocate, promote or assist any unlawful act.

• • To transmit, or procure the sending of, any advertising or promotional material, including any “spam” or any other similar solicitation or post any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, invasive of privacy or publicity rights, or otherwise objectionable.

• • To impersonate or attempt to impersonate Finwello, a Finwello employee, another user or any other person or entity (including, without limitation, by using email addresses identifying information associated with any of the foregoing).

• • To make any representations that are likely to deceive any person or give any impression that materials or content emanate from or are endorsed by us or any other person or entity, if this is not the case.

• • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Finwello or users of the Platform or expose them to liability.

• • To infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. Infringement may result from the unauthorized copying, distribution and/or posting of pictures, logos, software, articles, musical works, and videos.

• • To post any content that violates the legal rights of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Policy and Agreement.

• • For competitive research or to send or post commercial communications.

• • To advertise or perform any commercial solicitation.

• • To violate any U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce.

Additionally, you agree not to:

• • Directly, indirectly, alone, or with another party, (i) copy, download, disassemble, reverse engineer, or decompile the Platform or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform; (ii) modify, create derivative works based upon, or translate the Platform; (iii) transfer or otherwise grant any rights in the Platform in any form to any other party, nor shall you attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.

• • Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.

• • Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying of the material on the Platform.

• • Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.

• • Use any device, software, or routine that interferes with the proper working of the Platform.

• • Introduce any viruses, trojan horses, worms, logic bombs, keystroke logger, or other material which is malicious or technologically harmful.

• • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to or associated with the Platform.

• • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

• • Screen scrape, monitor, mine, copy, or mirror the Platform.

• • Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to the Platform without our express written consent.

• • Otherwise attempt to interfere with the proper working of the Platform.

1. 11. Limited Right to Use

Subject to the terms and conditions of the Agreement, Finwello grants you a limited, nonexclusive, non-transferable, non-sublicensable (except as otherwise provided herein) license to access and use the Platform for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. All rights with respect to the Platform not explicitly granted herein are reserved to Finwello.  You acknowledge that we may issue updated versions of the Platform and that the updated version may automatically be deployed to your device.  You consent to such automatic upgrading and agree to timely update the Platform, including the App, in the event there is no automatic update.

You agree not to reproduce, copy, duplicate, sell, resell or exploit for any commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform. You also agree not to forward, disseminate, or resell the contents of the Platform without express permission from Finwello.

12. PROFESSIONAL ADVICE AND SERVICES DISCLAIMER

The Platform is only intended to assist you in your financial education and organization and any information contained on the Platform is only for your educational and reference purposes.  You acknowledge that Finwello is not a credit repair company, broker, financial advisor, or similarly regulated organization under applicable laws.  You further acknowledge that neither Finwello and/or the Platform are intended to provide legal, financial, accounting, tax, health care, insurance, real estate, or other professional services or advice.  Your personal situation is unique and any information or advice obtained through the Platform may not be appropriate for your situation and all Users shall consult with professionals prior to making important decisions in these areas.  Information made available on or through the Platform shall not be relied upon when making legal, financial, accounting, tax, health care, insurance, real estate, or other decisions by Users.

13. DISCLAIMER OF WARRANTIES

THE PLATFORM, CONTENT, AND ALL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM, THE CONTENT, AND ALL MATERIALS, YOUR USE OF THE PLATFORM, THE CONTENT, OR MATERIALS OBTAINED THROUGH THEM IS AT YOUR OWN RISK.  FINWELLO, ITS AGENTS, AND ITS LICENSORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE WEBSITE. YOU ACCESS SUCH CONTENT OR INFORMATION AT YOUR OWN RISK.

WE DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE) WITH RESPECT TO THE WEBSITE, THE CONTENT, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM, OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE NEITHER US OR NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR THE CONTENT.

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE PLATFORM. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE.  YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR PLATFORM FOR ANY RECONSTRUCTION OF LOST DATA. FURTHERMORE, FINWELLO DOES NOT REPRESENT OR WARRANT THAT THIS PLATFORM, THE CONTENT OR INFORMATION ON THIS WEBSITE AND/OR ITS FILES WILL BE SECURE AND/OR COMPATIBLE WITH YOUR BROWSER OR OTHER WEB SITE-ACCESSING PROGRAM.  FINWELLO DOES NOT GUARANTEE THAT ITS WEBSITE WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR DUE TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY SITE LINKED TO IT.

THE INFORMATION PRESENTED ON OR THROUGH THE PLATFORM IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES.  WE USE REASONABLE EFFORTS TO UPDATE THE INFORMATION ON THE PLATFORM, AND THE CONTENTS OF THE PLATFORM ARE SUBJECT TO CHANGE WITHOUT NOTICE.  FINWELLO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION (INCLUDING ANY PRODUCT, SERVICE, DESCRIPTION, PHOTOGRAPH, FUNDRAISING CAMPAIGN, OR OTHER INFORMATION).  ANY RELIANCE PLACED ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK.  FINWELLO DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USER OF THE PLATFORM.

THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  IN SUCH INSTANCES, THE LIABILITY OF FINWELLO AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH LAW.

14. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL FINWELLO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES THAT ARISE FROM THE USE OF THIS PLATFORM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND (FOR EXAMPLE, COMPENSATORY, SPECIAL, DIRECT, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, INCREASED COSTS, DIMINUTION IN VALUE, LOSS OF USE, LOSS OF GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, LOSS OF OR DAMAGE TO PROPERTY, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND CLAIMS OF THIRD PARTIES) WHETHER IN BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATIONS OR UNDER NAY OTHER LEGAL THEORY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT YOU ARE ENTITLED TO DAMAGES FOR ANY CLAIM ARISING FROM THE USE OF THIS PLATFORM, YOU AGREE THAT THE AGGREGATE LIABILITY OF FINWELLO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, WILL NOT EXCEED THE GREATER OF AMOUNT YOU SPECIFICALLY PAID TO ACCESS THIS PLATFORM OR $100.00. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF FINWELLO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

15. Indemnification

You agree to indemnify, defend, and hold harmless Finwello and its successors and assigns and all of their respective officers, directors, agents, employees, and affiliates from and against any claims, liabilities, judgments, awards, losses, obligations, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to (i) your breach of the Privacy Policy and Agreement; (ii) your violation of any third party’s right including, without limitation, any copyright, trademark, property right, or privacy right, (iii) any violation of applicable law by you; (iv) information or content that you submit, post, transmit or make available through our Platform; (v) your use of the Platform; (vi) any claim that content provided by you caused damage or loss to a third party, or (vii) any of your acts or omissions.  This defense and indemnification obligation will survive your use of the Platform and any termination of the Privacy Policy and Agreement.

If you use Finwello’s Platform or systems to access data related to any account(s) of which you are not the owner or authorized user as reflected in Finwello’s systems, you shall indemnify, defend, and hold harmless Finwello and all of its executives, directors, employees, agents, successors, and assigns from any and all losses, liabilities, damages, and all related costs and expenses, arising from, relating to, or resulting (directly or indirectly) from such access. Further, without limiting Finwello’s rights or your obligations under any other provision of these Terms of Service, and notwithstanding the same, in the event of any actual or reasonably suspected unauthorized access to the personal information of a customer (including but not limited to customer names, addresses, phone numbers, bank and credit card account numbers, income and credit histories, and social security numbers) under your control or subsequent to and arising from your past exercise of control, direct damages in connection with any such breach will include the cost and expenses of investigation and analysis (including by law firms and forensic firms), correction or restoration of any destroyed, lost or altered data, notification to affected customers, offering and providing of credit monitoring, customers service, or other remediation services, and any related cost. Finwello’s rights to indemnity under this section are in addition to all other rights and remedies available at Law or in equity. Any exercise by Finwello of its rights to indemnification shall be without prejudice to such other rights and remedies. You manifest your assent to this indemnity by accessing account data through Finwello’s Platform or systems, notwithstanding the terms of any agreement you have with a customer or an account owner stating otherwise. This indemnity includes but is not limited to losses associated with (1) a data breach of your system(s) and (2) a data breach of the system(s) of any person or entity with whom you provided or shared Finwello customer account data. 

16. Copyright Notices

The works of authorship contained in the Platform, including but not limited to all design, text, sound recordings, and videos are owned, except as otherwise expressly stated, by Finwello. Except as otherwise expressly stated herein, they may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without Finwello’s prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of Finwello’s proprietary rights provided that you may download information and print out hard copies for your personal use, so long as you do not remove any copyright or other notice as may be contained in information, as downloaded.

If you believe that content you own has been copied or made accessible in a manner that violates your intellectual property rights, please notify us immediately.  You may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. § 512(c)(3)) (the “DMCA”).  The DMCA notice must include substantially the following:

(i)         Your physical or electronic signature.

(ii)        Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.

(iii)       Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

(iv)       Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

(v)        A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

(vi)       A statement that the information in the written notice is accurate.

(vii)      A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Clayton Delaney
Finwello, Inc.
3372 Peachtree Rd. NE
Suite 115
Atlanta, Georgia 30326
Phone: 470-460-8096
Email: clayton@finwello.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.  Finwello has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

17. Platform Content and Materials

The information on this Platform is solely for information purposes only. The content on the Platform may be updated from time to time.  It may not necessarily be complete or up-to-date at any given time.  We do not warrant the accuracy, completeness or usefulness of this information.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

FINWELLO OR ITS SUPPLIERS MAY DISCONTINUE OR MAKE CHANGES IN THE INFORMATION, PRODUCTS OR SERVICES DESCRIBED HEREIN AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND FINWELLO DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. FINWELLO RESERVES THE RIGHT TO TERMINATE ANY OR ALL PLATFORM OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO THE USER. FURTHERMORE, BY OFFERING THIS PLATFORM AND INFORMATION, PRODUCTS OR SERVICES VIA THIS PLATFORM, NO DISTRIBUTION OR SOLICITATION IS MADE BY FINWELLO TO ANY PERSON TO USE THE PLATFORM OR SUCH INFORMATION, PRODUCTS OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE PLATFORM AND SUCH INFORMATION, PRODUCTS OR SERVICES IS PROHIBITED BY LAW.

18. Governing Law, Mediation, and Arbitration

(a)        Governing Law.  The laws of the State of Georgia (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to the Platform, these Terms of Service, and all transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement.

(b)        Mediation.  All disputes and controversies of every kind and nature between the parties to this Agreement arising out of or in connection with the existence, construction, validity, interpretation or meaning, performance, nonperformance, enforcement, operation, breach, continuance, or termination of these Terms of Service shall first be submitted to mediation pursuant to the procedure set forth in this paragraph.  You may demand such mediation in writing within fourteen (14) days after the controversy arises.  The parties agree that the mediator shall be appointed locally from Atlanta office of the American Arbitration Association.  The mediation shall be held in Atlanta office and concluded within thirty (30) days of the selection of the mediator.  The parties shall equally bear the cost of the mediator but otherwise bear their own costs in connection with the mediation.

(c)        Arbitration.  Subject to Section 14(b), any controversy or claim arising out of or related to this Agreement, or any breach thereof, must be resolved by confidential binding arbitration in Atlanta Georgia administrated by the American Arbitration Association (“AAA”) in accordance with its Commerical Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitration proceeding will be conducted in English.  The parties further agree that the arbitration will be conducted by a single arbitrator agreed to by the parties or, if the parties are unable to proceed, by a single arbitrator selected by the AAA.  The parties agree that the arbitrator has the power to award all costs of the arbitration, including reasonable attorneys’ fees and expenses, to the prevailing party.  The arbitration award shall be final and binding on the parties to this Agreement and the parties agree to be bound thereby and to act accordingly, and the parties hereby waive any right of appeal on the merits and/or any point of law.

(d)        Notwithstanding the agreement to arbitrate, either party may seek from any court that may exercise jurisdiction over the parties and the subject matter of the lawsuit any provisional or equitable remedy (including, but not limited to an injunction) available under the laws of that country for the preservation or protection of its rights or interests pending the establishment of the arbitral tribunal or the ultimate determination of the merits of the controversy.

(e)        The parties waive, to the fullest extent permitted by law, any objection that it may now or later have to (a) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in a court or arbitration setting within or outside the United States of America; and (b) any claim that any action or proceeding brought in any such court or arbitration has been brought in an inconvenient forum.

(f)         If any legal action or other proceeding is brought for the enforcement of the Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties are entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

(g)        Any arbitration award shall be enforceable by any court having jurisdiction over the party or parties against which the award has been rendered, or wherever assets of the party or parties against which the award has been rendered can be located and shall be enforceable in accordance with the United Nations Convention on the Reciprocal Enforcement of Arbitral Awards (1958).

(h)        Recovery of Litigation Costs.  If any legal action or other proceeding is brought for enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief which the successful party may be entitled.

19. Third-Party Sites

These Terms of Service are only applicable to the Platform and do not apply to any third-party websites.  The Platform may contain links to, and media and other content from, third-party websites.  These links are to external websites and third parties with which we have no relationship or control.  Because of the dynamic media capabilities of the Platform, it may not be clear to you which links are to the Platform and which are to external, third-party websites. if you click on an embedded third-party link, you will be redirected away from the Platform to the external third-party website.  You can check the URL to confirm that you have left the Platform.  Finwello has no control over the content on such non-Finwello third-party websites.

If you choose to link to a third-party website, Finwello cannot and does not (i) guarantee the adequacy of the privacy and security practices employed by or the content and media provided by any third parties or their websites; (ii) control third parties’ independent collection nor use of your personal information; (iii) endorse any third party information, products, services, or websites that may be reached through embedded links on the Platform; and (iv) makes no warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor does Finwello guarantee that such site or content is free from any claims of copyright, trademark or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. Any personal information provided by you or automatically collected from you by a third party will be governed by that party’s privacy policy and terms and conditions.  If you are unsure whether a website is controlled, affiliated, or managed by us, you should review the privacy policy and practices applicable to each linked website.

20. Waiver and Severability

No waiver by Finwello of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Finwello to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provision of the Terms of Service will continue in full force and effect.

21. Entire Agreement

These Terms of Service, together with any documents expressly referred to in them, including our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Platform and supersede all previously written or oral agreements regarding the Platform.

22. Term and Termination

This Agreement is effective upon your acceptance of it as stated herein (the “Effective Date”) and it shall continue in effect in accordance with this section (the “Term”).  You may terminate this Agreement at any time by discontinuing your use of the Platform and providing us with a notice of termination.  We reserve the right, without notice and in our sole discretion, to modify, suspend, discontinue or terminate your right to use the Platform, or any portion of the Platform, and to block or prevent your future access to and use of the Platform or any portion of the Platform.

23. Other Provisions

(a)        Finwello shall not be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of Finwello and not due to Finwello’s own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.

(b)        All feedback, comments, request for technical support, and other communications relating to the Platform should be directed to:

In Writing:      Finwello, Inc., ATTN: Finwello Support, 3372 Peachtree Rd. NE, Atlanta, Georgia, 30326

 By Email:         support@finwello.com