MASTER SERVICE AGREEMENT
Last modified: August 24, 2016 Please read these “Terms of Service” carefully prior to registering to use or using the service we provide via www.ClassWallet.com (“Service”), or submitting information to Kleo, Inc. d/b/a ClassWallet (“ClassWallet”). By doing any of the foregoing, you agree to be bound by these Terms of Service, which includes our Privacy Policy. If you do not agree with these Terms of Service, you are not authorized to use the Service, and your sole remedy is to stop accessing and using the Service. THE SERVICE ClassWallet’s Service provides a platform to assist you with raising, managing and distributing educational funds. Upon registering for an account to use the Service, ClassWallet will grant you a right to access and use the Service. USE OF THIS WEBSITE AND THE SERVICE By visiting, registering to use or using the Service, and/or submitting information to ClassWallet, you represent to ClassWallet that you (i) are a legal entity or of legal age to agree to these Terms of Service; (ii) agree to comply with all applicable rules, regulations, and laws regarding online conduct and transmission of information; and (iii) agree to be bound by these Terms of Service, which includes our Privacy Policy. To determine your compliance with these Terms of Service, we reserve the right, but are not obligated, to monitor your use of the Service. You are only entitled to use the Service for lawful purposes and pursuant to these Terms of Service. Your use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of www.ClassWallet.com (“Website”), or other actions that we may take in our sole discretion and from time to time. We reserve the right to modify, suspend, or discontinue the availability of this Website, and/or Service or any portion or feature of this Website, and/or the Service at any time and in our sole discretion and without prior notice. For current customers, recent data and records provided via or produced by use of the Service are live, and after 2 years, such data and records are archived. ClassWallet reserves the right to archive data and records of former customers commencing 30 days after the cancellation of their account and use of the Service. ClassWallet also reserves the right to charge a reasonable retrieval fee to provide access to archived data and records. ClassWallet makes no representation or warranty that any archived data and records will be permanently stored, and ClassWallet reserves the right, but will have no obligation, to delete archived data and records. You, and not ClassWallet, are solely responsible for maintaining, protecting, backing-up and providing redundant access to your data and records. Although the Service is accessible worldwide, the Service is neither designed nor intended for use outside the United States. Those who choose to access the Service from locations outside the United States do so on their own initiative and at their own risk and are responsible for compliance with all local laws. We reserve the right, at any time and in our sole discretion, to limit the availability and/or use of the Service to any person, geographic area, or jurisdiction. CANCELLATION You may cancel your account and use of the Service at anytime by clicking on the cancellation button on your account settings. You are solely responsible for both properly canceling and verifying the cancellation of your account and use of the Service. Once you cancel your account, your information may no longer be available or accessible and the cancellation will take effect immediately. In the event of a breach by you of an obligation set forth in these Terms of Service, ClassWallet may, with or without notice, suspend or immediately cancel your account and access to the Service. ClassWallet may determine whether or not to reinstate your access account and access to the service at ClassWallet’s sole discretion. ACCEPTABLE USE POLICY This Acceptable Use Policy governs your conduct when visiting, registering to use or using this Website or the Service and/or submitting information to us. Code of Conduct You agree that you shall not, and you shall not attempt, or otherwise authorize, encourage, or support a third party’s attempts, to do any of the following:- use this Website or the Service for any unlawful personal, commercial, research, or information gathering purposes;
- circumvent, re-engineer, decompile, decrypt, break, or otherwise alter or interfere with this Website or the Service;
- breach or otherwise circumvent any security or authentication measures for this Website or the Service;
- probe, scan or test the vulnerability of this Website or the Service or any network associated with this Website or the Service;
- create derivative works of or reproduce, modify, distribute, sell, or otherwise transfer any rights in or to any of the content of this Website or the Service;
- use or access this Website or the Service if you are a direct competitor of Company;
- use or access this Website or the Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;
- meta tag, frame, or mirror this Website or the Service;
- restrict, inhibit, or prevent any access to, use or enjoyment of this Website or the Service;
- use any search engine, software, tool, agent or other device or mechanism, including, without limitation, browsers, spiders, robots, scraper, avatars or intelligent agents, deep link, or other similar automated device, program, algorithm, or methodology (other than those made available by Company on this Website or the Service or other generally available third party web browsers, e.g., Firefox or Safari), to access, acquire, copy, monitor, navigate, or search this Website or the Service;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, data mine, scrape, or in any way reproduce or circumvent the navigational structure or presentation of this Website or the Service, or the contents of this Website or the Service;
- plant or otherwise use this Website or the Service to distribute malware;
- send altered, deceptive or false source-identifying information, including spoofing or phishing;
- send unsolicited communications or SPAM;
- promote or advertise products or services, except as expressly authorized by Company in writing in advance; or
- impersonate or misrepresent your affiliation with any other person or entity.
- information that is false, inaccurate, incomplete, untimely or misleading;
- information that violates any law, statute, ordinance or regulation;
- information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to Company or third parties or that infringes on Company’s or any third party’s rights of publicity or privacy;
- information that contains any viruses, worms, Trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- information containing or constituting chain letters, mass mailings, political campaigning, unsolicited or unauthorized advertising, or any form of SPAM;
- commercial advertisements or solicitations without prior written permission from Company;
- information that infringes Company’s or any third party’s copyright, patent, trademark, trade secret or other confidential and/or proprietary rights; or
- copyrighted and/or trademarked information without prior written permission from Company.
By creating an account with ClassWallet and initiating bank deposits or withdraws (i.e. ETFs), you agree to the terms of service and privacy policy of our financial software provider, SynapsePay, and SynapsePay financial institution partner’s Terms of Service & Privacy Policy (https://synapsepay.com/legal) (“SynapsePay TOS”) which are incorporated herein by reference. Terms not defined in this section shall be defined in SynapsePay TOS.
When you open a SynapsePay User Account, you will link a checking or savings account to perform ETF and, if applicable, deposit funds into your SynapsePay User Account. Deposits into your User Account are held by SynapsePay’s financial institution partners as detailed in SynapsePay TOS. DEPOSITS HELD IN A USER ACCOUNT MAY BE ELIGIBLE INSURANCE BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) ON A PER USER BASIS DEPENDING ON THE RULES AND LIMITATIONS SET FORTH BY THE FDIC. FOR PURPOSES OF APPLICABLE FDIC DEPOSIT INSURANCE LIMITATIONS, DEPOSITS IN ACCOUNTS AT THE FINANCIAL INSTITUTIONAL PARTNER(S) OPENED THROUGH THE FINANCIAL INSTITUTIONAL PARTNER(S) WITH SYNAPSEPAY MAY NOT BE SEPARATELY INSURED FROM ANY OTHER ACCOUNTS YOU MAY HAVE OPENED WITH THE FINANCIAL INSTITUTIONAL PARTNER(S), DEPENDING ON THE NAMED ACCOUNT OWNERS.
All EFT transactions are performed by and deposits are held by SynapsePay financial institution partner. [Platform] and SynapsePay only transmit transaction instructions to SynapsePay financial institution partner and do not hold deposits in your Synapse User Account.[Platform] will provide you with all transactions notifications and User Account balances in addition to providing customer support relating to your SynapsePay User Account ad detailed below.
All questions regarding ETF transactions or your Synapse User Account must be directed to help@classwallet.com or (877) 969-5536 and not to SynapsePay or its financial institution partners. ClassWallet is responsible for resolving issuers and errors relating to transactions and account balances. If you wish to make a financial service complaints against ClassWallet, you may email issues@synapsepay.com.
501(C)(3) ORGANIZATION If you represent to ClassWallet that your organization is an organization described in Code Section 501(c)(3), donations to which are deductible under Code Section 170(c), then you must maintain in good standing its federal tax-exempt status as an organization described in Code Section 501(c)(3), and shall promptly give notice to ClassWallet in the event that your federal tax-exempt status is revoked by the Internal Revenue Service. TERMINATION OF AGENT APPOINTMENT You may terminate your appointment of ClassWallet as your agent at any time by cancelling your account and use of the Service. Upon your termination of your appointment of ClassWallet as your agent ClassWallet will return to you all Unused Funds. If you have breached any obligation of these Terms of Service, ClassWallet will return to you all Unused Funds minus a 15% administration charge. ClassWallet may terminate the appointment of ClassWallet as your agent at any time by cancelling your account and use of the Service pursuant to the terms set forth in these Terms of Service. Upon ClassWallet’s termination of your appointment of ClassWallet as your agent, ClassWallet will return to you all Unused Funds not previously subject to a 15% administration charge. LINKS TO THIRD PARTY WEBSITES This Website may contain links to thirty party websites and mobile applications. These links do not constitute an endorsement by ClassWallet of those websites, nor the products or services promoted on or offered through those websites or mobile applications. We are not responsible for the terms and conditions of use, privacy policy, practices, or the content of such third parties. We encourage our users to be aware of when they leave this Website and to read the terms and conditions of use and privacy policy of each website and mobile application for which there is a link from this Website. If you have a question about the terms and conditions of use, privacy policy, practices, or content of a third party website, please contact the applicable third party directly. You acknowledge and agree that ClassWallet will not be a party to, or in any way responsible for, any transaction involving products or services made available from third parties or for any content relating to any products or services offered by third parties. LINKING TO THIS WEBSITE You may link to this Website’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you may not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You may not establish a link from any website or mobile application that is not owned by you. This Website may not be framed on any other website or other mobile application. You may not create a link to any part of this Website other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice. DISCLAIMER OF WARRANTIES YOU AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THESE TERMS OF SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF THESE TERMS OF SERVICE WHICH MATERIALLY INDUCED CLASSWALLET TO ENTER INTO THESE TERMS OF SERVICE WITH YOU. THE TRANSMISSION, STORAGE, VIEWING AND RETRIEVAL OF DATA AND FILES THROUGH THE INTERNET ARE SUBJECT TO A VARIETY OF CONDITIONS BEYOND OUR CONTROL THAT MAKE SUCH TRANSMISSION, STORAGE, VIEWING AND RETRIEVAL POTENTIALLY UNRELIABLE. THIS WEBSITE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ALL CONTENT, LICENSES, FUNCTIONS, MATERIALS, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THESE TERMS OF SERVICE, THIS WEBSITE, THE API AND THE SERVICE, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THIS WEBSITE, THE API AND THE SERVICE, OR ANY DATA, MATERIALS, OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS SHALL BE CORRECTED; THAT THIS WEBSITE, THE API AND/OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THIS WEBSITE, THE API AND/OR THE SERVICE WILL BE SECURE FROM UNAUTHORIZED ACCESS; OR THAT THIS WEBSITE AND/OR THE SERVICE WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF YOUR DEVICE, NETWORK OR SYSTEM. WE DO NOT WARRANT THAT THIS WEBSITE, THE API AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THIS WEBSITE, THE API AND/OR THE SERVICE ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THIS WEBSITE, THE API AND/OR THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CLASSWALLET OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT, DATA, MATERIAL, SOFTWARE, EQUIPMENT, OR HARDWARE. WE SHALL NOT BE LIABLE FOR YOUR USE OF THIS WEBSITE, THE API AND/OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THIS WEBSITE, THE MOBILE APP, THE API AND THE SERVICE IS AT YOUR SOLE RISK. This Website and/or the Service may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this section shall apply regardless of whether (i) we determine that your device, network or system is deemed secure; (ii) you perform such modifications to your device, network or system as we reasonably suggest in order for your device, network or system to be deemed secure, or (iii) otherwise. Some state laws do not allow disclaimers of implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you. LIMITATIONS OF LIABILITY WE SHALL NOT BE RESPONSIBLE FOR ANY BUSINESS INTERRUPTIONS THAT MAY BE CAUSED BY YOUR USE OF THIS WEBSITE, THE API AND/OR THE SERVICE OR YOUR INABILITY TO ACCESS THIS WEBSITE, THE API AND/OR THE SERVICE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR THE COST OF PROCUREMENT OF REPLACEMENT PRODUCTS, SOFTWARE, SERVICES, DATA, CONTENT OR MATERIAL. WE SHALL NOT BE LIABLE FOR ANY indirect, incidental, special, consequential, PUNITIVE or exemplary DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE, THE API AND/OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF CLASSWALLET TO YOU FOR ALL CLAIMS RELATING TO THESE TERMS OF SERVICE, OUR PRIVACY POLICY, YOUR USE OF THIS WEBSITE, THE API AND/OR THE SERVICE, OR SUBMISSION OF INFORMATION TO CLASSWALLET, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF GREATER OF (I) ALL FEES PAID BY YOU TO CLASSWALLET DURING THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE; AND (II) $100. Some state laws do not allow limitations on certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you. LIMITATION ON TIME TO FILE CLAIMS ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THESE TERMS OF SERVICE, THIS WEBSITE, THE API AND/OR THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.INDEMNIFICATION You hereby agree to defend, indemnify, and hold harmless ClassWallet and its officers, directors, shareholders, employees, affiliates, independent contractors, agents, and representatives from and against all claims and expenses, including, but not limited to, attorneys’ fees and costs, arising out of, or attributable to (i) any breach or violation by you of these Terms of Service; (ii) your failure to provide accurate, complete, and/or current information when visiting, registering to use or using the Service and/or submitting information to ClassWallet; (iii) your use or misuse of this Website, the API and/or the Service; (iv) any actual or alleged infringement arising, directly or indirectly, out of ClassWallet’s use of the Customer Data; and (v) any agreement between you and a third party. INDEPENDENT CONTRACTOR STATUS Each party and its employees and agents are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between us. Each party shall remain responsible, and shall indemnify and hold harmless the other party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker’s compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective people. DISPUTE RESOLUTION Most concerns involving the Service can be resolved quickly and efficiently through our customer service department. If you are unable to resolve your concern within 10 business days of contacting our customer service department, then either party may file an arbitration proceeding pursuant to these Terms of Service to resolve the dispute. Any controversy or dispute not resolved through our customer service department and arising, directly or indirectly, out of these Terms of Service, must be submitted to final binding arbitration in Miami-Dade County, Florida before the American Arbitration Association under the commercial arbitration rules then administered by the American Arbitration Association. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. Except as otherwise provided in these Terms of Service, no action at law or in equity based upon any claim arising, directly or indirectly, out of or related to these Terms of Service or our Privacy Policy may be instituted in any court by any party, except: (i) an action to compel arbitration pursuant to this section; (ii) an action to enforce an award obtained in an arbitration proceeding in accordance with this section; or (iii) an action for injunctive relief. Any arbitration arising, directly or indirectly, out of these Terms of Service will take place on an individual basis and class arbitrations and class actions are hereby specifically agreed to as not permitted. You agree that you and ClassWallet are each waiving their right to trial by jury or to participate in a class action. The prevailing party in any arbitration proceeding or any action to compel arbitration, enforce an arbitration award, or seek injunctive relief and arising, directly or indirectly, out of or relating to these Terms of Service will be entitled to an award of their attorneys’ fees and costs incurred at trial and all levels of appeal. You also agree that service of any court paper may be affected upon you by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules. You acknowledge that we may be irreparably damaged if these Terms of Service are breached by you, and damages at law would be an inadequate remedy. In the event of a breach or threatened breach of any provision of these Terms of Service by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms of Service. GOVERNING LAW, JURISDICTION, AND VENUE These Terms of Service shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to principles of conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any action to compel arbitration or enforce an arbitration award or seek injunctive relief pursuant to these Terms of Service, the parties hereby expressly consent to the jurisdiction and venue of the state and/or federal courts in and/or for Miami-Dade County, Florida, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise. FORCE MAJEURE Except for your obligation to pay ClassWallet, neither party shall be liable for any delay in performing its obligations if such delay is caused by circumstances beyond the party’s reasonable control, including, without limitation, any delay caused by any act or omission of the other party, acts of God, war, terrorism, floods, windstorm, labor disputes, or delay of essential materials or services. The delayed party shall promptly notify the other party of the reasons for and the likely duration of the delay, whereupon an extension of time equal to the period of delay, but not greater than 30 days, shall be granted to the delayed party. If the period of the delay shall exceed 30 days, then the non-delayed party may cancel further performance of the delayed obligation without any penalty whatsoever. GENERAL INFORMATION All covenants, agreements, disclaimers, limitations, representations, and warranties made in these Terms of Service, as may be amended by ClassWallet from time to time, will survive your acceptance of these Terms of Service, as well as the cancellation of your account and access to the Service. These Terms of Service, as amended from time to time by ClassWallet, represent the entire understanding and agreement between you and ClassWallet regarding the subject matter of these Terms of Service and supersede all other previous agreements, understandings, or representations regarding the same. These Terms of Service may not be amended, changed or modified without the prior, written consent of ClassWallet. By visiting, registering to use or using the Service and/or submitting information to ClassWallet, you consent to receive communications from ClassWallet electronically. Although we may choose to communicate with you by other means, we may also choose to solely communicate with you electronically by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications be in writing. No waiver of any portion of these Terms of Service will be effective unless it is in writing and signed by an authorized representative of ClassWallet. The failure of ClassWallet to require performance of any obligation under these Terms of Service will not affect our right to enforce any provision of these Terms of Service at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach. If any court of competent jurisdiction deems unlawful, void, or unenforceable any part of these Terms of Service, the applicable document as a whole will not be deemed unlawful, void, or unenforceable, but only that portion of the applicable document that is unlawful, void, or unenforceable will be stricken. Your rights and obligations under these Terms of Service are personal and are not assignable, transferable, or sub-licensable by you. Our Privacy Policy, Acceptable Use Policy and DMCA Policy are hereby incorporated into and made a part of these Terms of Service by reference. CUSTOMER SUPPORT If you have questions, comments or concerns about these Terms of Service, our Privacy Policy or the Service, please contact ClassWallet at: ClassWallet Attn: Customer Support 6100 Hollywood Boulevard Suite 108 Hollywood, Florida 33024 E-mail: info@ClassWallet.com