These terms of use, together with any documents incorporated by reference (collectively, "Terms of Use"), are entered into by and between (1) you ("you") and (2) Quemulus, Inc., a Delaware corporation. Quemulus, Inc. is hereinafter referred collectively as "Money Clouds", "we", "us", or "our". The Terms of Use governs your access and use of our websites and applications in connection with our products and services (collectively, the "Money Clouds Platform" or "Platform"), whether as a guest or registered customer.

Please read this Terms of Use carefully as it creates a binding contract between you and Money Clouds. In addition, this Terms of Use contains an agreement to arbitrate instead of going to court. This limits class action claims and requires binding, individual arbitration between you and Money Clouds. You acknowledge that you have read, understood, and agree to be bound by this agreement.

You further acknowledge that this Terms of Use, together with the Privacy Policy, represents the complete and exclusive statement of the agreement between you and Money Clouds. This Terms of Use supersedes any prior agreement or other communications between you and Money Clouds relating to the subject matter of this agreement.

By using any part of the Platform or by clicking to accept or agree to this Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Terms of Use. If you do not want to agree to this Terms of Use, you must not access or use the Platform. Your use of any accounts or debit cards made available through the Platform may be subject to separate terms and conditions applicable to those accounts and/or debit cards.

Money Clouds may amend this Terms of Use at any time by posting a revised version on or within its Platform. The revised version will be effective at the time of posting. It is your sole responsibility to check the Platform from time to time to view any such changes to this Terms of Use. If you continue to use the Platform, you signify your agreement to the revisions to this Terms of Use. Money Clouds will notify you of material changes by posting a notice within our Platform and/or sending an electronic notification.

I. Money Clouds Platform

Money Clouds may alter, suspend, or discontinue the Platform in whole or in part at any time and for any reason without notice. Access for some or all customers to the Platform may be restricted in whole or in part. The Platform may also become unavailable periodically due to maintenance or for unexpected reasons. You are responsible for supplying, obtaining, and paying for the hardware, equipment, and internet service necessary to use and access the Platform.

Money Clouds is made available via internet and/or network access and through web browsers and/or thick clients on compatible devices which may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees, as well as the terms of your agreement with your hardware, mobile, internet, network, and/or telecommunications providers. Money Clouds makes no warranties or representations of any kind, express, statutory, or implied as to:

• the availability of internet, network, and/or telecommunication services from your provider and access to the Platform at any time or from any location;
• any loss, damage, or other security intrusion of the internet, network, and/or telecommunication services; and
• any disclosure of information to third parties or failure to transmit any data, communications, or settings connected with the Platform.

THE PLATFORM IS MERELY A TOOL TO ASSIST YOU IN YOUR FINANCIAL PLANNING AND DECISION-MAKING. YOU HEREBY ACKNOWLEDGE THAT MONEY CLOUDS IS NOT A BANK, BROKER, ASSET MANAGER, OR FINANCIAL PLANNER AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR SPENDING AND SAVINGS DECISIONS.

I. Electronic Communications

This Terms of Use and any other agreements, notices, or communication regarding your account and/or use of the Platform may be provided to you electronically either by posting within the Platform or delivered to you by email, push notification, or text message (SMS). All communications in electronic format will be considered "in writing" and to have been received no later than five business days after posting.

Although Money Clouds will take reasonable steps to contact you, Money Clouds is not liable for:

• undelivered mail or email communications due to incorrectly provided contact information; or
• costs you incur for maintaining internet access, email accounts, and/or mobile accounts.

As a customer of the Platform and by your acceptance and agreement to this Terms of Use, you explicitly consent to receive Platform related communications via email, push notification, and/or text message (SMS). Standard data and messaging rates may apply to the receipt of electronic communication.

The Platform provides notifications when certain Platform events occur. You have the ability to opt-in or opt-out of such correspondence by updating these notification settings within the Platform. If your email address or mobile number changes, you are responsible for updating your Money Clouds account accordingly. Changes to your email address or mobile number will apply to all notifications provided by the Platform. Notifications are not encrypted and will never include any of your security credentials or account PIN; however, notifications may include your Money Clouds username and some information about your Money Clouds account and/or external financial accounts.

You acknowledge and agree that any notifications provided to you by the Platform may be delayed or halted. Money Clouds will do its best to provide notifications in a timely manner. Money Clouds does guarantee the delivery nor the accuracy of the content of any notification.

YOU FURTHER AGREE THAT MONEY CLOUDS SHALL NOT BE LIABLE FOR ANY DELAYS, FAILURE TO DELIVER, MISDIRECTED DELIVERY OF ANY NOTIFICATION, FOR ANY ERRORS IN THE CONTENT OF A NOTIFICATION, OR FOR ANY ACTIONS TAKEN OR NOT TAKEN BY YOU OR ANY THIRD PARTY IN RELIANCE ON A NOTIFICATION.

III. Customer Registration and Eligibility

In order to become a registered customer ("Customer"), Money Clouds requires you to complete its application process, which includes your providing certain information, including and not limited to: legal name, legal and shipping addresses, mobile number, birthday, social security number, and financial information (such as your bank account information and other login account information). The information you provide in this application process must be truthful, current, accurate, and complete. Money Clouds uses a separate and independent verification company to verify your identity and verify checks against Office of Foreign Assets Control (OFAC) lists. Money Clouds may require you to provide additional information in order to verify your identity. This information may include a copy of your driver's license and/or other information or documentation as we may deem necessary, including and not limited to information requested and obtained about you in connection with providing a financial service or product to you. Such information may be required in order to meet Money Clouds' legal obligations, compliance purposes, managing risk, protection against possible fraud, and/or the requirements of Money Clouds' partner banks. Money Clouds may also obtain information about you from other third parties.

Additionally and as part of the registration process, you will provide an email address and password ("Credentials") used to authenticate with the Platform. You are responsible for protecting your Credentials from unauthorized use. You are responsible for all activity that occurs on your account including any and all financial obligations. You agree to notify us immediately if you believe your Credentials have been compromised, used, or will be used without your permission.

MONEY CLOUDS IS NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY YOUR FAILURE TO PROTECT AND SAFEGUARD YOUR CREDENTIALS.

You further agree to promptly maintain and update your Money Clouds account information to keep it true, current, accurate, and complete. If you provide any information that is untrue, outdated, inaccurate, and/or incomplete or Money Clouds has reasonable grounds to suspect you have, Money Clouds reserves the right to terminate your account and refuse any and all of your current and/or future use of the Platform.

The Platform is offered and available only to customers who are eighteen (18) years of age or older, have the legal capacity to form a binding contract with Money Clouds, and are a legal resident of the United States. By using the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements and that your registration and use of the Platform is not in violation of any applicable laws or regulations. If any of the foregoing is not correct, you may not access or use the Platform.

IV. Your Money Clouds Account

Any funds that you transfer from your external financial accounts to your Money Clouds Account and/or any funds transferred to you from within the Platform will be held in a non-interest bearing, FDIC insured account by one of Money Clouds' partner banks. This account will have a maximum FDIC insurance coverage of two hundred fifty-thousand United States dollars ($250,000).

Money Clouds may move the funds in your Money Clouds Account from one partner bank to another partner bank for backup, storage, liquidity, or any other lawful purpose. Your access to the funds in your Money Clouds Account will not be affected by this movement of funds between partner banks.

Any Money Clouds branded debit card linked to your Money Clouds Account is issued solely by the partner bank. Money Clouds is not responsible for any actions or decisions made by the partner bank in its capacity as the debit card issuer.

Certain limits on transfers, both deposits and withdrawals, to and from your Money Clouds Account may be imposed pursuant to terms with the partner banks in addition to any and all fraud and security systems implemented by Money Clouds. For questions related to transfer limits, please email support‌@‌moneyclouds.com.

Money Clouds reserves the right to do any of the following, at any time, for any reason, in its sole discretion without providing notice to you:

• modify, suspend, and/or terminate operation of or access to the Platform or any portion thereof;
• modify, update, and/or change the Platform;
• modify, update, and/or change any applicable policies including this Terms of Use;
• interrupt the operation and/or availability of the Platform or any portion thereof for maintenance, enhancements, and/or modifications; and
• freeze, suspend, close, and/or terminate any Money Clouds Account if an unauthorized transaction is suspected, the Money Clouds Account was created fraudulently or with fraudulent information, and/or the Money Clouds Account is being used for an illegal purpose.

Money Clouds may permanently close any Money Clouds Account at any time with reasonable notice to you determined by Money Clouds in its sole discretion and in accordance with this Terms of Use. Any funds greater than one dollar ($1) held in the Money Clouds Account at the time of closure will be credited to the external financial account you provided and designated as part of your use of the Platform. Any remaining funds of one dollar ($1) or less will not be credited to the external financial account and will instead be used to cover fees and charges associated with the closing of the Money Clouds Account. Following closure, any actions that attempt to post to the closed Money Clouds Account will be returned as "Account Closed".

V. Shared Funds

Your use of the Platform includes the ability to share funds with another Customer. When you share a Money Cloud® with another Customer, all Customers sharing that specific Money Cloud® have the ability to view all transaction detail and total funds saved for that Money Cloud®. You acknowledge and agree that by sharing a Money Cloud®, those participating Customers will be able to view, without limitation, the data, transactions, information, descriptions, totals, and/or messages associated solely with that shared Money Cloud®.

YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM SHARING INFORMATION WITH OTHER MONEY CLOUDS CUSTOMERS. MONEY CLOUDS IS NOT RESPONSIBLE FOR ANY CONSEQUENCE OF ANY USE OR DISCLOSURE OF YOUR INFORMATION BY YOU OR ANY MONEY CLOUDS CUSTOMER WITH WHOM YOU SHARE YOUR INFORMATION.

VI. Third Party Services

Money Clouds engages third parties in order to provide certain aspects of the Platform to you. Third-party services are used to verify your identity, expedite and streamline the on-boarding process, issue debit cards, process transactions, provide connectivity to other third parties (such as third-party financial institutions or service providers), retrieve financial data, and aggregate data. These third parties will have access to information provided by you to Money Clouds in connection with your use of the Platform. These third parties may also have additional terms that apply to your use of their services (e.g., a separate terms and conditions or privacy policy), which Money Clouds does not control. To the fullest extent permitted by law, Money Clouds disclaims all responsibility and liability for those additional terms required by third-party services. Money Clouds may employ different or additional third parties for these services in its sole discretion. To the extent that Money Clouds is permitted to undertake any action under this Terms of Use, you agree that Money Clouds may permit its third-party services to undertake such action on Money Clouds' behalf.

Money Clouds makes no effort to review the information obtained from third-party services for any purpose, including and not limited to, accuracy, legality, or non-infringement. Money Clouds is not responsible for the products and services offered by third parties. Money Clouds cannot foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. Money Clouds cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings. Such information may be more up-to-date when obtained directly from the relevant third party.

VII. ACH Transactions

In order to support transactions via ACH, your external financial accounts must be verified. There are two methods used to verify an external financial account:

1. via a third-party banking data service, like Plaid, that offers instant bank account ownership and compatibility; or
2. via a third-party banking data service; like Plaid, that offers a "micro-deposit" option where two small credit transactions will be deposited into your external financial account and then immediately withdrawn from your external financial account. You will then verify these two small amounts from within the Platform. By using this "micro-deposit" verification option, you are and will be responsible for any fees or penalties assessed by your financial institution.

You authorize Money Clouds and its third-party processors to initiate ACH transactions, both debit and credit, between your external financial accounts and your Money Clouds Account. These transactions may be initiated:

• manually, by you from within the Platform;
• automatically as determined by your creation and use of any funding schedules from within the Platform; and
• by Money Clouds when collecting payment of fees and/or other amounts due by your use of the Platform.

As described in Section IV of this Terms of Use, certain limits may be imposed on transactions which include availability of those funds once settled.

You further authorize Money Clouds and its third-party processors to initiate ACH transactions, both debit and credit, between your external financial accounts and your Money Clouds Account to correct any erroneous activity or to collect fees as described in Section IX of this Terms of Use.

You understand that this authorization will remain in full effect and force until you notify Money Clouds of your wish to revoke this authorization. Money Clouds must be given written notice at least three (3) business days prior in order to revoke this authorization. You agree not to initiate transactions that would cause or attempt to cause a deficit in your Money Clouds Account.

You acknowledge that it is your responsibility to provide Money Clouds and its third-party processors with correct and accurate external financial account information for your use within the Platform. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your external financial accounts or in payment instructions to facilitate fund transfers may result in rejected, lost, misdirected, and/or returned ACH transactions without notice to you. You agree that Money Clouds and its third-party processors may request or facilitate ACH transactions solely by reference to the account number of the recipient. Money Clouds and its third-party processors shall not be obligated to determine whether there is a discrepancy relating to names or account numbers in transactions between any of your external financial accounts and your Money Clouds Account.

VIII. Chargebacks

In the event that you have a dispute with Money Clouds and exercise your reversal rights, Money Clouds will work with the issuing bank to adjudicate the dispute using documentary evidence to resolve the incident. The party that does not prevail in arbitration shall be responsible and obligated to pay all fees and costs.

If fraud or an intent to fraud is determined, Money Clouds will close the Money Clouds Account and pursue all charges to the fullest extent permissible by law.

IX. Fees, Incentives, and Payments

Money Clouds may change its fees and adjust pricing for the Platform or any part thereof in any manner and at any time as Money Clouds determines in its sole and absolute discretion. Money Clouds will notify you in advance of any pricing changes by electronic notification. You accept these new fees and/or pricing changes by continuing your use of the Platform after any changes to fees and/or pricing takes place. If you do not agree with these changes, you have the right to terminate your Money Clouds Account in accordance with this Terms of Use. Fees are non-refundable.

Money Clouds may, at its sole discretion and at any time, offer incentives to existing or non-existing customers of the Platform.

Money Clouds may use third-party payment services to charge the external financial accounts you provided and designated as part of your use of the Platform. You grant Money Clouds the right to store and process your information with the third-party payment service. You agree that Money Clouds is and will not be responsible for any failure to adequately protect your information by the third-party payment service. You acknowledge and agree that Money Clouds may charge or use a third-party service to charge your external financial accounts or your Money Clouds Account for any applicable fees associated with your use of the Platform or other amounts owing to Money Clouds as a result of your use or misuse of the Platform, including any account you hold in connection with your use of a debit card issued by a Money Clouds bank partner. Without limiting the foregoing, if any payment or transfer you initiate or make from your Money Clouds Account is returned unpaid, you authorize Money Clouds or a third-party service to make electronic transfers from your Money Clouds Account or your external financial accounts to collect an amount equal to the fee charged for such return.

You are responsible for providing Money Clouds a valid payment method. You are responsible for the timely payment of any and all fees. You agree to pay Money Clouds any and all fees, including any and all applicable taxes, as they become due. By using any portion of the Platform that incurs a fee, you authorize Money Clouds to process your payment. If Money Clouds is unable to collect your payment using one of the aforementioned methods, Money Clouds reserves the right, in its sole discretion, to suspend or terminate your Money Clouds Account. Money Clouds has no obligation to provide refunds or credits. Money Clouds may grant refunds in order to correct any errors made by Money Clouds and/or as decided in its sole discretion.

X. Money Clouds Content

The contents of the Platform, including and not limited to Money Clouds' websites and/or mobile applications, their respective "look and feel", including and not limited to, text, graphics, images, logos, buttons, icons, photographs, editorial content, notices, software, html-based and javascript-based computer programs, trademarks, trade names and/or service marks, and all materials incorporated herein are protected under both United States and other applicable copyright, trademark, and intellectual property laws. The contents of the Platform belong or are licensed to Money Clouds or its software or content suppliers. Money Clouds grants you the right to view and use the Platform subject to this Terms of Use. You may download or print a copy of your information provided on the Platform for your personal, internal, and non-commercial use only. Any distribution, reprint, or electronic reproduction of any content from the Platform in whole or in part for any other purpose is expressly prohibited without our prior written consent.

If Money Clouds receives feedback, ideas, and/or suggestions (collectively, "unsolicited feedback") from you, you agree that:

• your unsolicited feedback becomes the property of Money Clouds and you are not owed any compensation in exchange;
• none of the unsolicited feedback contains confidential or proprietary information of any third party;
• Money Clouds may use or redistribute unsolicited feedback for any purpose and in any way;
• there is no obligation for Money Clouds to review your unsolicited feedback; and
• Money Clouds has no obligation to keep any unsolicited feedback confidential.

XI. Customer Content

You are solely responsible for any photos, graphics, profiles, usernames, text, data, files, information, descriptions, links, and other content or material ("Customer Content") that you submit, use, display, and/or share within the Platform. You must not submit, upload, post, display, and/or share any Customer Content that you do not have the right to copy, use, or share within your use of the Platform. You agree you will provide accurate, complete, and current information and Customer Content during the times at which the Platform collects it from you.

Money Clouds does not claim ownership of any Customer Content. By submitting such Customer Content, you hereby grant Money Clouds a worldwide license and right to:

• copy, store, and use that Customer Content for the purpose of providing you with usage of the Platform;
• copy, store, and use that Customer Content after modification to remove identifiers of you and any other individuals or companies; and
• use that Customer Content in perpetuity for marketing purposes in any media format.

You further agree that Money Clouds may edit and/or alter Customer Content (like photos) without your ability to inspect or approve such edits and/or alterations and that you will not be compensated in any way for Money Clouds' use of that Customer Content.

You authorize Money Clouds, on your behalf as your agent, to access and inspect information from your external financial accounts that you provided and designated as part of your use of the Platform and/or other bank accounts with which you are a customer, maintain a relationship, or engage in financial transactions. When you use the functionality available from within the Platform to add and/or link an external financial account to your Money Clouds Account, you or Money Clouds' third-party processor will be directly connected to the website of the banking data service provided. Money Clouds' third-party processor will submit information, including credentials that you provide, in order to authenticate with the banking data service. You authorize and permit Money Clouds' third-party processor to use and store the information submitted by you to accomplish the foregoing and to configure the Platform so as to provide this functionality. For purposes of this Terms of Use and solely to provide the account information as part of your usage of the Platform, you grant Money Clouds a limited power of attorney and appoint Money Clouds as your attorney-in-fact and agent to access these third-party services and/or sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person.

YOU ACKNOWLEDGE AND AGREE THAT WHEN MONEY CLOUDS IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY SERVICES AND/OR SITES, MONEY CLOUDS IS ACTING AS YOUR AGENT AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD-PARTY.

You understand and agree that the Platform is not sponsored or endorsed by any third-parties accessible through the Platform. Money Clouds is not responsible for any payment processing errors, third-party fees, or other related issues, including those that may arise from inaccurate account information.

You represent and warrant that:

• you own the Customer Content submitted and used by you within the Platform or otherwise have the right to grant the rights and licenses set forth in this Terms of Use;
• the submission and use of your Customer Content within the Platform does not violate, misappropriate, or infringe on the rights of any third party, including and not limited to: privacy rights, publicity rights, copyrights, trademark, or other intellectual property rights; and
• you agree to pay for any and all royalties, fees, and/or any other monies owed by reason of Customer Content you submit and/or use within the Platform.

Money Clouds has the right, not the obligation, to monitor Customer Content submitted within the Platform to determine compliance with this Terms of Use and any other applicable rules that Money Clouds may establish. Without prior notice, Money Clouds has the right, in its sole discretion, to edit, alter, and/or remove any material submitted within the Platform. Additionally and without limiting the foregoing, Money Clouds has the right to remove any material it finds to be in violation of this Terms of Use or otherwise objectionable. Money Clouds may terminate your ability to submit Customer Content in its sole discretion.

You acknowledge and agree that Money Clouds may store and/or preserve Customer Content and may also disclose Customer Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

• comply with legal process;
• enforce this Terms of Use;
• respond to claims that any Customer Content violates the rights of third parties in accordance with this Terms of Use; and/or
• protect the rights, property, or personal safety of Money Clouds customers, its representatives and/or agents, or the public.

Money Clouds does not and will not permit copyright infringement to occur on the Platform. Money Clouds may remove any content of any kind. If you are a copyright owner or an agent thereof and believe that any content on the Platform infringes upon your copyright, you may notify Money Clouds by providing the following information in writing:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
• identification of the location where the original or an authorized copy of the copyrighted work exists;
• identification of the material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit Money Clouds to locate the same;
• information reasonably sufficient to permit Money Clouds to contact you, such as an mailing address, telephone number, and/or an email address;
• a statement that you have a good faith belief that the use of the material in question is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.

Our agent for notice of claims of copyright infringement can be reached as follows:

You acknowledge that if you fail to comply with all of the requirements above, your notice may not be valid.

XII. Customer Conduct

You understand and agree not to use the Platform to:

• post or upload images, content, or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable;
• violate any laws or for any illegal purpose, including and not limited to, any laws governing theft, wire fraud, money laundering, conversion, and any law relating to financial services or cybercrime;
• contribute or purport to contribute funds to a shared Money Cloud® or create or purport to create a shared Money Cloud® to which others could make contributions, for the purpose of money laundering or other illegal transferring of funds.
• falsely state, impersonate, or otherwise misrepresent your identity, including and not limited to, the use of a pseudonym and/or misrepresenting your current or previous positions and qualifications and/or your affiliations with a person or entity, past or present;
• upload, post, email, transmit, or otherwise make available any content or initiate communications which includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email, transmit, or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights, or other proprietary rights;
• upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation. This prohibition includes and is not limited to, sending messages to people who don't know you or who are unlikely to recognize you as a known contact and/or sending messages to distribution lists, newsgroup aliases, or group aliases;
• upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• stalk or harass anyone;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Platform;
• post content in fields that are not intended for that content, an example would be putting an address in a name or title field; and/or
• interfere with or disrupt Money Clouds or servers or networks connected to Money Clouds and/or disobey any requirements, procedures, policies, or regulations of networks connected to Money Clouds.

You further acknowledge and agree that you will not directly or indirectly:

• use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Platform or any portion of the Platform, without express, prior written consent from Money Clouds;
• use or attempt to use any engine, software, tool, agent, or other device or mechanism, including and not limited to, browsers, spiders, robots, avatars, or intelligent agents to navigate or search the Platform, other than the search engines and search agents, if any, available through the Platform and other than generally available third-party web browsers;
• post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating or destructive features and/or that otherwise interfere with the proper working of the Platform; and/or
• attempt to decipher, decompile, disassemble, or otherwise alter or interfere with any of the software comprising or in any way making up a part of the Platform.

XIII. Customer Representations

You:

• must be a permanent U.S. resident or citizen to use the Platform;
• are responsible for providing and keeping current any and all account information;
• are responsible and accountable for incorrectly submitted information;
• authorize Money Clouds to make inquiries we consider necessary to validate your information;
• agree that Money Clouds carries no endorsement or guarantee for any individual or company using the Platform;
• agree that one account will be granted per customer;
• agree that at no time will you abuse or attempt to defraud Money Clouds or its customers;
• agree not to use or attempt to use the Platform to send unsolicited email;
• agree not to use the Platform for the purposes of, including and not limited to, tampering, hacking, modifying, or otherwise corrupting the security or functionality of the Platform;
• agree not to share your account password with anyone else nor use another customer's password to gain access to an account that you do not own and understand Money Clouds is not responsible for losses incurred by customers as a result of their password misuse;
• agree that you will not take any action on the Platform that infringes or violates another customer's rights or otherwise violates the law;
• agree that Money Clouds will not be held responsible for losses or damages that occur due to extraordinary events or circumstances beyond Money Clouds' control; and
• agree to indemnify and hold Money Clouds, its affiliates, officers, directors, and employees harmless from losses or damages incurred by any third party arising out of or relating to your use of the Platform.

XIV. Dormancy and Escheatment

If your Money Clouds Account has no activity and remains dormant for a year, Money Clouds will contact you either by phone or email to inform you that your Money Clouds Account is being suspended. If your Money Clouds Account remains suspended for a certain period of time (usually 3 or 5 years, depending on your state of residence), Money Clouds will close your Money Clouds Account and any remaining funds will be escheated to your state of residence.

XV. Disclaimers

Money Clouds makes no warranty or representation that access to or operation of the Platform will be uninterrupted or error free. You assume full responsibility and risk of loss resulting from your use of files, information, content, or other material obtained from the Platform.

Money Clouds does not have control of or liability for the products, goods, and/or services that are paid for between Customers from within the Platform. Money Clouds does not guarantee the identity of any Customer nor does Money Clouds ensure that Customers will complete a transaction.

This agreement does not authorize or permit any use of the Platform not expressly set forth herein. Money Clouds reserves exclusively to itself all rights and uses of the Platform, except the limited use expressly licensed hereunder.

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE PLATFORM ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. MONEY CLOUDS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

MONEY CLOUDS MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESSED OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE CONTENT ON THE PLATFORM AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. MONEY CLOUDS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE PLATFORM IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION.

XVI. Limitation of Damages

IN NO EVENT SHALL MONEY CLOUDS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING AND NOT LIMITED TO LOSS OF PROFIT, REVENUE, OR BUSINESS DAMAGES, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE PLATFORM, YOUR USE OF THE PLATFORM, OR THIS TERMS OF USE, EVEN IF MONEY CLOUDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TERMS OF USE, MONEY CLOUDS' LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO FIVE HUNDRED UNITED STATES DOLLARS ($500), EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER CAUSE FOR WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION.

MONEY CLOUDS RESERVES THE RIGHT TO CANCEL OR RESTRICT YOUR ACCESS TO THE PLATFORM WITHOUT NOTICE TO YOU. MONEY CLOUDS IS NOT RESPONSIBLE FOR DAMAGES SUFFERED BY YOU OR ANY INCONVENIENCE CAUSED DIRECTLY OR INDIRECTLY BY TERMINATION OF YOUR ACCESS TO THE PLATFORM.

TO THE FULLEST EXTENT PERMITTED BY LAW, MONEY CLOUDS WILL NOT ACCEPT NOR HAVE ANY LIABILITY IN THE EVENT OF UNAUTHORIZED USE OF YOUR MONEY CLOUDS ACCOUNT, THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR MONEY CLOUDS ACCOUNT, ANY INABILITY TO TRANSACT OR PROBLEMS RELATED TO POOR INTERNET ACCESS, MOBILE DEVICE OR COMPUTER FAILURE OR OTHER COMMUNICATION ISSUES, OR ANY ISSUES RELATED TO THE TIMELY EXECUTION OF A PAYMENT, TRANSFER, DEPOSIT, OR SIMILAR.

YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF THE PLATFORM. YOU AGREE NOT TO HOLD MONEY CLOUDS LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON YOUR USE OF THE PLATFORM OR ANY RELATED CONTENT. YOUR ELECTION TO ENGAGE THE PLATFORM IS SUBJECT TO ALL DOCUMENTATION REQUIRED TO BE ENTERED INTO BY YOU IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION YOUR ACCEPTANCE OF AGREEMENTS AND DOCUMENTS WITH RESPECT TO YOUR MONEY CLOUDS ACCOUNT.

XVII. Indemnification

You agree to indemnify and shall defend and hold harmless Money Clouds and its affiliates, officers, directors, employees, agents, and subcontractors from and against all liability, damages, loss, cost, or expense including and not limited to reasonable attorneys' fees and expenses, arising out of or in connection with any breach or alleged breach of this Terms of Use or any third-party claims that the services provided by Money Clouds have infringed or violated any rights of any such third party.

IN THE EVENT THAT ANY MONEY CLOUDS ACCOUNT HAS A DEFICIT AT ANY TIME FOR ANY REASON, MONEY CLOUDS SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO CLOSE THE ACCOUNT WITHOUT PRIOR NOTICE. YOU AGREE TO BE RESPONSIBLE FOR AND PROMPTLY PAY TO MONEY CLOUDS THE AMOUNT OF ANY DEFICIENCY IN ANY SUCH MONEY CLOUDS ACCOUNT. WITHOUT LIMITING ANY OTHER PROVISION OF THIS TERMS OF USE (INCLUDING THE PARAGRAPH ABOVE REGARDING GENERAL INDEMNIFICATION), IN THE EVENT THAT MONEY CLOUDS (THROUGH ITSELF OR A THIRD PARTY ACTING ON ITS BEHALF) ELECTS TO PURSUE RECOUPMENT OF THE DEFICIT IN ANY ACCOUNT, SUCH DEFICIT SHALL ESTABLISH THE AMOUNT OF YOUR INDEBTEDNESS OWING TO MONEY CLOUDS. YOU AGREE TO REIMBURSE AND HOLD MONEY CLOUDS HARMLESS FOR ALL ACTIONS, OMISSIONS, COSTS, EXPENSES, FEES (INCLUDING AND NOT LIMITED TO, ATTORNEY'S FEES AND ANY EXPENSES), PENALTIES, LOSSES, CLAIMS, OR LIABILITIES ASSOCIATED WITH ANY SUCH DEFICIT IN YOUR ACCOUNT AND ANY ACTION TAKEN BY MONEY CLOUDS TO RECOUP THE SAME.

XVIII. Survival and Severability

You agree that if Money Clouds does not exercise or enforce any legal right or remedy which is contained in this Terms of Use, this will not be taken to be a formal waiver of Money Clouds' rights and that those rights or remedies will still be available to Money Clouds.

All covenants, agreements, representations, and warranties made in this Terms of Use shall survive your acceptance of this Terms of Use and the termination of this Terms of Use.

This Terms of Use represents the entire understanding and agreement between you and Money Clouds regarding the subject matter of the same and supersede all other previous agreements, including any prior version of the Money Clouds Terms of Use.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Terms of Use will remain in full force and effect and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

XIX. Arbitration and Class Action Waiver

Except for disputes relating to intellectual property owned by you or Money Clouds (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents), you agree that all disputes between you and Money Clouds (whether or not such dispute involves a third party) arising out of or relating to this Terms of Use, the Platform, and/or our Privacy Policy ("Claims") shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules"), whether such claims are in contract, tort, statute, or otherwise. The Rules can be obtained at https://www.adr.org/sites/default/files/Consumer_Rules_Web_2.pdf; or, a copy of the Rules can be obtained from Money Clouds upon request.

AS A RESULT, YOU HEREBY GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND ANY SUCH CLAIMS (EXCEPT CLAIMS BROUGHT INDIVIDUALLY WITHIN SMALL CLAIMS COURT JURISDICTION, SO LONG AS THE CLAIM REMAINS IN SMALL CLAIMS COURT).

All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Money Clouds shall be entitled to seek injunctive relief, security, or other equitable remedies from the United States District Court for the Western District of Washington or any other court of competent jurisdiction.

Any Claims brought by you or Money Clouds must be brought in that party's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor Money Clouds will participate in a class action or class-wide arbitration for any Claims. You hereby waive any and all rights to bring any Claims as a plaintiff or class member in any purported class or representative proceeding. You may bring Claims only on your own behalf.

Notwithstanding any provision in this Terms of Use to the contrary, you and Money Clouds agree that if changes are made to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Money Clouds prior to the effective date of the change. Moreover, if Money Clouds seeks to terminate the arbitration procedures from this Terms of Use, such termination shall not be effective until 30 days after the version of the Terms of Use not containing the arbitration procedures is posted to the Platform and shall not be effective as to any Claim that was filed in a legal proceeding against Money Clouds prior to the effective date of removal.

THESE ARBITRATION PROVISIONS WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH MONEY CLOUDS.

XX. Governing Law

This Terms of Use and your relationship with Money Clouds under this Terms of Use, shall be governed by the laws of the State of Washington without regard to conflicts of law principles. Any dispute with Money Clouds or its officers, directors, employees, agents, or affiliates, arising under or in relation to this Terms of Use shall be resolved exclusively through arbitration as set forth in Section XIX, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Money Clouds may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Money Clouds is able to offer the Platform on the terms designated. Your assent to this provision is an indispensable consideration to this Terms of Use.

XXI. Termination

You may close your Money Clouds Account at any time. Money Clouds may close your Money Clouds Account at any time. Until your access to the Platform is terminated by you or Money Clouds, this Terms of Use will remain in full force.