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Copyright © 2010 Finsphere Corporation | Patents Pending | All rights reserved.
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Terms of Use Finsphere.com Terms of Use Agreement Date Last Revised: 20 September 2010 The website located at http://www.pinpoint-fraud.com/ (the “Site”) is a copyrighted work belonging to Finsphere Corporation (“Company”). Company provides the PinPoint (“PinPoint”) solution, which uses a registered user’s mobile phone location to help monitor if there is any fraudulent transactions occurring on his/her financial accounts registered with the Site (collectively, with all other services provided through the Site, the “Services”). This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of the Site and Services. Please read the Agreement carefully. (a) Account Creation (c) Phone and Location Information (e) Notifications (b) Payment Terms 3. Site (a) License (c) Modification (d) Ownership (e) Feedback 5. Disclaimers 7. Release 8. Indemnity 10. General (b) Governing Law (c) Entire Agreement (d) Copyright/Trademark Information (e) Severance
This Agreement is accepted by your accessing and/or use of the Site or Services. you may not access and/or use the Site or Services or accept the Agreement if you are not of 18 years old. By accessing and/or using the Site, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement and to abide by all of the terms and conditions set forth herein. If you do not agree with all provisions of this Agreement, please do not access and/or use the Site or Services. Please review Company’s Privacy Policy at http://www.pinpoint-fraud.com/privacy-policy. The terms of the Privacy Policy are incorporated into, and considered a part of, this Agreement.
1. Setting Up Accounts (a) Account Creation. In order to use certain features of the Site (e.g., to use the Services), you must register for an account with Company (“Company Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Site does not violate any applicable law or regulation or the terms of this Agreement. You may delete your Company Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Company Account in accordance with Section 9. (b) Account Responsibilities. You are responsible for maintaining the confidentiality of your Company Account login information and are fully responsible for all activities that occur under your Company Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Company Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We will protect your Company Account information in accordance with the Privacy Policy. (c) Phone and Location Information. To use the Service, you must register your mobile phone (“Phone”), including your phone number, carrier (“Carrier”), and device information. By registering a Phone with the Service, you hereby represent that the Phone is your phone. You expressly consent to your Carrier’s release and disclosure of your location data to the Company for the provision of the Service. You also consent to the Company using your location data to provide the Service. You acknowledge that the Service’s accuracy can vary depending on your location (i.e., whether you are in a city vs. country location). You acknowledge that the Company has the right to suspend or terminate the Service. (d) Third Party Accounts. To use the Service, you must register each third party online account you have with a financial institution that you wish to monitor with the Service (“Third Party Account”), including login information (“Access Credentials”) and other relevant information necessary to enable our Service to access that Third Party Account. By registering a Third Party Account with the Service, you represent that you have the right to access and use the Third Party Account and provide the Access Credentials to Company. We will only use your Access Credentials to access your Third Party Accounts to the extent necessary to provide the Services to you. You hereby (1) expressly consent to our use of your Access Credentials on your behalf for such purpose; (2) designate and appoint Company as your agent and attorney-in-fact, to act on your behalf to use your Access Credentials and to do all other lawful acts on your behalf for such purpose, with the same legal force and effect as if done by you. We will protect your Access Credentials in accordance with the security provisions in our Privacy Policy. (e) Notifications. As part of the Service, we will notify you of transactions occurring on your Third Party Accounts which may be fraudulent transactions. We may, in our sole discretion, notify you by (1) posting a notice on your Company Account which can be viewed by logging into your Company Account, (2) sending you an email to the email address you have registered with your Company Account, and/or (3) sending you a text message to the Phone you have registered with your Company Account (unless you have opted-out in accordance with our Privacy Policy). You expressly consent to the Company sending you Service related communications as text messages to your Phone as described above. You agree that you are solely responsible for any and all fees billed to your Phone as a result of these text messages.
2. Payment Terms (a) Ordering Services. You may order the Service by following the directions on the Site. Once you order the Service, your subscription to the Service will automatically renew month-to-month until you cancel your Service by following the directions on the Site. From time to time in its sole discretion, Company may change the pricing for the Services, including initiating pricing for Services that the Company offered for free, by updating the Site and will notify you if this occurs, provided that any changes will not take effect until your subscription renews. If you do not agree to accept the price changes, you may terminate this Agreement by notice to us. If we do not receive such a notification, we will assume that you have agreed to the revised pricing for the Service. (b) Payment Terms. Payment Terms do not apply if the Service you order has a then-current monthly Service fee of free. If you order the Service with a Service fee listed on the Site or accept a price change per the provisions of the previous paragraph 2(a), you agree to pay the applicable then-current Service fee. Company will automatically bill your credit card submitted in ordering the Service on the date the Service is activated and each month thereafter until you cancel your Service. All payments are non-refundable. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to your credit card for any reason, Company may provide you, via email, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Company may terminate the applicable Service. (a) License. Subject to the terms of this Agreement, Company grants you a non-transferable, non-exclusive, license to reproduce the financial data about your transactions that may be on the Site and use the Site and Services for your personal, noncommercial use. (i) The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services; (b) except as permitted by applicable law, you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site content must be retained on any copies. (ii) You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Site or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Site or Services. (c) Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. (d) Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services (excluding any User Content) are owned by Company or Company’s licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Company and its suppliers reserve all rights not granted in this Agreement. (e) Feedback. If you provide Company with any feedback or suggestions regarding the use, operation and functionality of the Site or Services (“Feedback”), you hereby assign to Company all rights in the Feedback and agree that Company shall have the right to use such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary. 4. Third Party Sites & Ads. The Site might contain links to third party websites and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Company and Company is not responsible for any Third Party Sites & Ads. Company provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site, the applicable service provider’s terms and policies, including privacy and data gathering practices govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 5. Disclaimers The Site and Services are provided “As-Is” and as available and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. We make no warranty regarding the Third Party Sites & Ads. Some jurisdictions do not allow the exclusion of implied warranties or conditions, so the above exclusions may not apply to you but shall otherwise apply to you to the fullest extent permitted by applicable law. 6. Limitation on Liability In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from this Agreement or your use of, or inability to use, the Site or Services even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our (and our suppliers’) liability to you for any damages arising from or related to this Agreement, (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (A) Fifty us dollars ($50) or (B) amounts you’ve paid Company in the prior 12 months (if any). You are solely responsible for your Phone, Carrier service, and Third Party Accounts (including obtaining, maintaining, and paying any fees in connection with, each of the foregoing). If you do not maintain your Phone, Carrier service, or Third Party Accounts, we may not be able to provide you the Service. We are not responsible for the acts or omissions of any Carrier or Third Party Account provider. We are not responsible for any fraudulent activity on your third party accounts, including if our Service does not detect such activity.
Some jurisdictions do not allow the limitations or exclusions of liability set out above, so the above limitations or exclusions may not apply to you BUT SHALL OTHERWISE APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. you may also have other legal rights that vary from jurisdiction to jurisdiction. 7. Release. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any Third Party Sites & Ads, any Carriers, or any Third Party Accounts. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 8. Indemnity. To the extent permitted by applicable law, you agree to indemnify and hold Company, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your negligent use of the Site or Services or your violation of this Agreement. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. 9. Term and Termination. Subject to this Section, this Agreement will remain in full force and effect while you use the Site. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action against you (in our sole discretion), if you violate this Agreement, including reporting you to law enforcement authorities. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including your Company Account username and password, IP address and traffic information, and usage history. We may (a) suspend your rights to use the Site and/or Services (including your Company Account) or (b) terminate this Agreement, at any time for any use of the Site in violation of this Agreement or if we believe you are younger than 18; provided that if Company terminates this Agreement without cause, then Company will provide you a pro-rata refund of the unused portion of your Service fees paid, if applicable. Upon termination of this Agreement, your Company Account and right to access and use the Site and Services will terminate immediately. Company will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Company Account. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: 3(d), 3(e), 5, 6, 7, 8, and 10. 10. General (a) Changes to Terms of Use. This Agreement is subject to occasional revision, and if we make any substantial changes, we will notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any material changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. (b) Governing Law. This Agreement shall be governed by the laws of the State of Washington without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within King County, Washington for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. (c) Entire Agreement. This Agreement (which includes the Privacy Policy and any other rules posted on the Site) constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. (d) Copyright/Trademark Information. Copyright © 2010, Company. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. (e) Severance. If any part of this Agreement is found by a Court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by applicable law.
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