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(Last Updated: April 1, 2020)
AGREEMENT TO TERMS
By accessing and/or using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, please do not access or use our Services.
CHANGES OR UPDATES TO TERMS OR SERVICES
We may revise these Terms at any time by posting the changes on the Site and App. We will do our best to notify you by sending you an email to the address you have on file with us. Please regularly check the Terms posted on the Site and App for changes. You agree to be bound by the revised terms if you continue to use the Services after they are posted. We may change or end all or any part of the Services at any time and without notice.
DESCRIPTION OF OUR SERVICES
Through the Services, we help you achieve your financial goals by: (1) Tracking and analyzing your financial accounts, activity and saving goals; (2) Providing you with challenges and other automatically generated recommendations on actions you can take to get closer to your goals. For example, we may find that you spend a lot in a certain category and recommend you to spend less than your average so you can save more towards a goal. The Services are meant only to provide you information to help you in managing your finances, making financial decisions, and reaching your financial goals. Neither Pluto nor the Services are intended to provide any legal, tax or financial advice. Pluto is not a financial advisor, investment advisor, financial planner, fiduciary, broker, bank or tax advisor. You acknowledge that your personal financial situation is unique, and that you should seek the advice of a financial advisor or other financial planning professional who is aware of your personal financial situation before acting on any information, advice, recommendations or other content you receive through the Services.
LICENSE TO USE THE APP
Subject to your compliance with these Terms, Pluto grants you a limited, non-exclusive, non-transferable license to download and install a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal, non-commercial use. With respect to any App accessed through or downloaded from the Apple, Inc. (“Apple”) application store (“Apple App”), you will use the Apple App only: (i) on an Apple-branded product that runs iOS; and (ii) as permitted by “Usage Rules” set forth in the Apple App Store Terms of Service. We reserve all rights in and to the App not expressly granted to you under these Terms.
In order to use the Services, you must meet the following criteria: (1) 18 years or older; (2) Have the legal capacity to form a binding contract; (3) Not barred from using the Services under applicable law. You agree to abide by all applicable laws, regulations and rules in connection with your use of the Services. You agree that you are solely responsible for all acts or omissions associated with your access and use of the Services and the access and use of the Services by anyone on your behalf under your Pluto Account, whether or not you know about them.
PROHIBITIONS & PLUTO’S ENFORCEMENT RIGHTS
In connection with your use of the Services, you agree not to do any of the following:
Breach these Terms or any other applicable rules and instructions that Pluto may communicate with respect to the use of the Services;
Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, Pluto’s name, any Pluto trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Pluto’s express written consent;
Access, tamper with, or use non-public areas of the Services, Pluto’s computer systems, or the technical delivery systems of Pluto’s providers; Attempt to probe, scan or test the vulnerability of any Pluto system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Pluto or any of Pluto’s providers or any other third party (including another user) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device ormechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Pluto or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing an Pluto trademark, logo URL or product name without Pluto’s express written consent; Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus (also trojan horses, worms, vandals, spyware and any other malicious code) , overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
BLOCK OR ACCESS REMOVAL
Pluto is not obligated to monitor access to or use of the Services or Content or to review or edit any Content, but we reserve the right to do so in order to operate the Services, ensure compliance with these Terms, and comply with applicable law or other legal requirements. We reserve the right to block or remove access to the Services or to any Content, at any time and without notice, for any reason that Pluto may consider to be justified in its sole discretion, including, but not limited to: (i) when Pluto considers the use of the Services or any Content to be objectionable or in violation of these Terms or any applicable law; (ii) when you or Pluto terminate your user account. We reserve the right to investigate violations of these Terms or conduct that affects the Services. We may consult and cooperate with law enforcement authorities to prosecute users who violate the law.
REGISTRATION AND YOUR INFORMATION
To use the Services, you must register by creating a Pluto Account. By registering and using the Services, you warrant that you are 18 years or older. To create a Pluto Account, you need to use an email address and password via the App and provide information requested by us (such as your name and cellular phone number). You agree to receive communication from Pluto through the contact information provided, with the ability to opt out at any time. You may also need to provide the online credential details of your Bank Account(s) (such as the username, password and/or other credentials that allow you to access your Bank Account(s) online), so we can provide the Services to you.
You agree to not disclose your Pluto Account login details to anyone or transfer it to another party, and to notify us immediately of any unauthorized use of the Services under your Pluto Account. You are fully responsible for any use or misuse of your Pluto Account and the Services associated with it, with or without your knowledge.
You also agree to provide true, accurate, up-to-date and complete information about yourself and your accounts maintained at other web sites, to update the information when necessary, and to accurately represent your identity or account information. If you don’t, we may terminate or suspend your Pluto Account without notice.
ACCOUNT TERMINATION BY YOU
You may cancel your Pluto Account at any time by contacting Pluto via email at [email protected] To verify your termination notice, Pluto may require you to send another termination request message. Once your Pluto Account and the Services associated with it are terminated, you will no longer have access to your account. ACCOUNT TERMINATION BY PLUTO
We may temporarily or permanently terminate, deny, limit, or suspend your Pluto Account, prevent or prohibit you from accessing the Services (or any part thereof), remove content, and take technical and legal measures to block you from the Services, at our sole discretion, at any time. We are not obligated to do so, but will do our best to give you prior notice before taking the above actions. We will carry out the above actions only if we believe that:
You have breached the Terms; or
You have abused your rights to use the Services; or
You have performed any act or omission that violates any applicable law, rules or regulations; or,
You have performed any act or omission which is harmful or likely to be harmful to Pluto, or any other third party, including other users, and providers of the Services; or,
Your login credentials are compromised in any way; or
You are delinquent in the payment of the applicable fees for the Services.
POWER OF ATTORNEY
By creating a Pluto Account and using the Services, you automatically authorize us (or our third party service providers) to obtain, without any time limit or the requirement to pay any fees, information about you and your Bank Account from the financial institution holding your Bank Account and other third party websites and databases (your “Financial Information”) as necessary to provide the Services to you. Pluto may also provide features and services as part of the Services that are provided by third parties (“Third Party Providers”).
For the purposes of these Terms and to provide the Financial Information and other features and services to you as part of the Services, you grant Pluto and designated Third Party Providers a limited power of attorney, and appoint Pluto as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, for you and in your name, place and stead, to access third party services, retrieve and use your Financial Information and other Pluto Account 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 PLUTO OR A DESIGNATED THIRD PARTY PROVIDER IS ACCESSING AND RETRIEVING FINANCIAL INFORMATION FROM THIRD PARTY SERVICES, PLUTO AND A DESIGNATED THIRD PARTY PROVIDER ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You also agree that Third Party Providers shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third party account providers accessible through the Services. We make no effort to review information obtained from the financial institution holding your Bank Account and other third party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non-infringement. As between Pluto and our Third Party Providers, Pluto owns your Financial Information.
By opening up your Pluto Safe account ("Pluto Safe"), you enable Pluto Money to help you set savings aside more easily and smartly for your specified saving goals. Funds are withdrawn from a linked bank account you select ("Funding Source") based on several mechanisms in your control, and will be transferred to your Pluto Safe as described below.
When you enroll in Pluto Safe, you authorize Pluto Money and/or our third-party processor partners to initiate ACH credit and/or debit transactions between your Funding Source and your Pluto Safe. These transactions will either be initiated in the Pluto Money app (the "Service") by you ("Manual Transfers") or initiated by Pluto Money including, without limitation, transactions based on money-saving challenges you have set up through our services or with respect to payment of fees and/or other amounts owing by your use of the Pluto Money services.
The funds will be withdrawn in the amount and frequency as determined by the following ways:
When you complete a challenge (i.e. Spend Less) over a desired duration (i.e. week, month).
For Spend Less challenges: By spending under your set challenge benchmark over your selected duration, you can set the difference aside as savings towards one or more associated saving goal. You can choose to save automatically, or only via manual confirmation when we prompt you. If you choose to save automatically, your challenge savings amount as determined by our system will be automatically withdrawn from your Funding Source into Pluto Safe upon completion—typically the day after. If you choose to save only via manual confirmation when we prompt you, your challenge savings amount can be modified by you and will only be withdrawn upon your approval at that moment. You can also choose to set the challenge to auto-repeat. That means the challenge will be automatically repeated for the next time period until you decide to turn auto-repeat off or delete it.
When you make custom one-time Manual Transfers at your own discretion.
At any time, you can transfer a one-off custom amount of funds outside of our challenges to any saving goals in your Pluto Safe.
Your authorization is subject to the Electronic Fund Transfer ("EFT") Authorization (see ACH terms below) to which you agree when you use Pluto Safe.
Withdrawals from Funding Source into Pluto Safe
Pluto Money will hold your funds for your benefit in an FDIC-insured "FBO" account maintained at one of Pluto Money's sponsor banks (each a "Sponsor Bank"), as described below. If you have automatic savings from your challenges enabled, we'll continue to automatically withdraw funds from your Funding Source to hold in the FBO account, unless you tell us to stop by using the Service to delete the challenge, or if you cancel the transfer before it's processed, or if you close your Pluto Safe account, or if we're unable to process your transfer (e.g., if there are insufficient funds in your linked account).
Your Pluto Safe responsibilities & expectations
You're solely responsible for ensuring your Funding Source has enough funds for each withdrawal at the time such funds are withdrawn. You're also responsible for ensuring each savings (withdrawal) amount is appropriate for your particular situation. If you don't have enough funds in your Funding Source, you may incur an insufficient funds or overdraft fee from your bank, and we bear no liability for any fee that may be imposed by your bank.
Pluto Safe is not a savings account, which means you will not be entitled to any interest or other earnings that may accrue with respect to the funds held on your behalf by Pluto Money (you hereby irrevocably assign and transfer to Pluto Money any right or interest that you may have therein).
More about Pluto Safe funds & FDIC insurance
You remain the legal owner of the funds held for your benefit in the FBO account. However, you may not use your funds in your Pluto Safe while held in the FBO account to make any purchases, withdraw cash (other than to transfer your funds back to your linked bank account), transfer funds to any third party, or for any other purpose. We have no interest in or ownership of your Pluto Safe funds. We'll hold your Pluto Safe funds for your benefit in a non-interest bearing FBO account we have established for your benefit at our Sponsor Bank, nbkc bank, Overland Park, Kansas, Member FDIC., or another FDIC-insured financial institution we may choose. We may from time to time move your Pluto Safe funds from one custodial account to a custodial account at another insured depository institution for liquidity, backup, storage or other lawful purposes, but this will not affect your ability to access your Pluto Safe funds, and you remain the legal owner of your funds held in the custodial account.
Certain limits on transfers to and withdrawals from your Pluto Safe may be imposed pursuant to terms with our Sponsor Banks and in connection with Pluto Money's ordinary course fraud and security management system. Inquiries regarding up-to-date transfer and withdrawal limits should be directed to [email protected] with respect to your Pluto Safe.
Funds deposited in your Pluto Safe are insured by the FDIC up to the maximum allowed by law, which is currently $250,000 per an individually-owned account and $250,000 per owner for jointly owned accounts. The FDIC insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. For questions about FDIC insurance coverage, you may call the FDIC at 877-275-3342 or visit the FDIC's site at www.fdic.gov.
Withdrawals from Pluto Safe back to Funding Source
Your Pluto Safe funds will remain in the custodial account until you instruct us to transfer your funds back to your Funding Source. It may take up to 5 business days from when we receive your request to complete the transfer. It's important for you to know the amount of funds you have saved before you request a transfer to your Funding Source. If you instruct us to transfer your funds back to your Funding Source and the amount of your requested transfer exceeds the amount of your Pluto Safe funds, your request will be declined. You may check your Pluto Safe balance and initiate a transfer back to your Funding Source at any time by accessing your Pluto Safe through the Pluto Money app. You authorize us to transfer your funds back to your Funding Source without notice to you if you terminate your participation in Pluto Safe, if you terminate your Pluto Money account, if we are required to do so under applicable law or by any government agency, or if we, in our sole discretion, suspect that your use of Pluto Safe is for illicit purposes or otherwise is in violation of these Terms.
Funding Source Verification
Pluto Money needs to make sure your Funding Source is compatible with our Services and supports ACH transfers, in order to prevent your Pluto Safe information and access from being disclosed to unknown funding sources, and to verify external Funding Source account ownership. To do that, we may put you through a Funding Source verification process.
In order to provide the Services to you and for our compliance purposes, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and bank account information. When you register for Pluto Safe and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you, such as: 1) a copy of your government-issued photo ID, such as a passport or driver's license; 2) a copy of a utility bill, bank statement, affidavit, or other bill, dated within 3 months of our request, with your name and U.S. street address on it; and; 3) such other information and documentation that we may require from time to time.
Deposit Network Service Acknowledgement
By utilizing the services, your beneficial funds may be held at nbkc bank in an omnibus custodial account (“Omnibus Account”). In its ordinary course of business, nbkc bank may utilize a “Deposit Network Service” to deposit funds from the Omnibus Account into other FDIC insured banks (“Network Banks”). In the event funds from the Omnibus Account are deposited into Network Banks via the Deposit Network Service, nbkc bank will deliver funds to a custody bank (“Custodian Bank”) participating in the Deposit Network Service. In the event any of your beneficial funds from the Omnibus Account arrive at a Network Bank through a Deposit Network Service, they may be eligible for FDIC insurance, however, in the event you or nbkc bank have funds, either directly or indirectly, at any of the Network Banks, such deposit insurance coverage may be adversely affected, and the principal and any accrued interest may not benefit from FDIC insurance, even if the total amount deposited in that Network Bank through the Deposit Network Service is less than the Standard Maximum Deposit Insurance Amount, as then provided by the FDIC. In addition, in the event of a failure of a Network Bank, you may be requested to provide certain personal information for the purposes of processing a claim to seek the associated FDIC insurance. In the event you do not provide such information on a timely basis, it is possible the beneficial funds will not benefit from FDIC insurance. By utilizing the services, you authorize nbkc bank to utilize a Deposit Network Service as described and acknowledge that any associated beneficial principal balance and any accrued interest may or may not benefit from FDIC insurance.”
LINKS TO THIRD PARTY WEBSITES AND RESOURCES
The Services may also include paid advertisements, sponsored links and commercial information (the “Advertisements”) from third parties. When you click on the Advertisements, you may be transferred to a service of a third-party advertiser or receive other messages, information or offers from the advertiser and from others. Pluto is not responsible for any of the third-party advertisers’ practices, or for the content of their advertisements, services, information, messages or offers.
CONTENT AND MARKS
All rights, title and interest in and to: (i) the Platform, the Services and any part thereof; (ii) text, documents, articles, brochures, descriptions, graphics, photos, sounds, videos and interactive features on the Platform and the Services (collectively, the “Materials”), (ii) all software and technology related to the provision of the Platform and the Services (the “Software” and together with the Materials and Software, the “Content”), and (iii) the trademarks, service marks and logos contained therein, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are the property of and are owned by Pluto or its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights to you or any third party. Pluto, and its licensors, reserve any and all rights not expressly granted in these Terms.
USE OF THE SERVICES AND CONTENT
Unless expressly permitted in these Terms, you may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Platform, the Services or the Content or any portion thereof, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to electronic, mechanical or optical means. The Content is provided to you on an ‘as is’ and ‘as available’ basis for your information and personal use only. If you use or print a copy of any Materials, you must retain all copyright and other proprietary notices contained therein.
USE OF MARKS
The trademarks, service marks and logos of Pluto (“Pluto Trademarks”) used and displayed on the Platform and the Services are registered and unregistered trademarks or service marks of Pluto. Other company, product and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks” and collectively with the Pluto Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Pluto Trademarks inures to our benefit.
You may submit any unsolicited information and materials, including comments, ideas, questions, designs, feedback and other similar communications (together, “Unsolicited Information”) to us. When you submit Unsolicited Information to us, you acknowledge and agree to be bound by the following terms and conditions. You should not submit any Unsolicited Information to us if you do not agree with these terms and conditions. All Unsolicited Information is considered non-confidential and non-proprietary. We, or any of our affiliates, may use such Unsolicited Information for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any Unsolicited Information you send to us for any purpose, including, but not limited to, developing, manufacturing and marketing products. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.
You, the user, may post and/or create content through the Services (“User Generated Content”). User Generated Content does not include financial information. By making any User Generated Content available through the Services, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Generated Content as reasonably necessary for us to provide the Services to you and other Pluto Account holders.
You are solely responsible for, and own all copyrights and other intellectual property rights in and to, all your User Generated Content. You also represent and warrant that neither your User Generated Content, nor your use and provision of your User Generated Content to be made available through the Services, nor any use of your User Generated Content by Pluto on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Generated Content by deleting it. There are times when some of your User Generated Content (such as posts you make) may not be completely removed and copies of your User Generated Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Generated Content. We may also remove User Generated Content that does not adhere to these Terms, or that is otherwise unacceptable to us, in our sole discretion.
You are licensing to Pluto and its service providers, the Account Credentials you provide through or to the service. Pluto and Third Party Providers may use, modify, display, distribute and create new material using such Account Credentials to provide the service to you. By submitting the Account Credentials, you automatically agree, or promise that the owner of such Account Credentials has expressly agreed that, without any particular time limit, and without the payment of any fees, Pluto may use the Account Credentials for the purposes set out above.
Pluto may contact you via e-mail, postal mail, SMS, in-app messages, and notices on the Services. You may contact Pluto’s customer support by using the respective buttons and forms on the App and Site. You may opt-out of the communications by contacting us as well. Pluto reserves the right to publicly publish certain communications with you, such as your positive reviews regarding the Services, as long as your personal and personally identifiable information will not be revealed without your prior consent.
CHANGE IN SERVICES
Pluto may make changes to the Services at any time, in our sole discretion, without notice. The changes may include, for example, the scope or type of Services, the layout or display and the Services’ content. We will try to give prior notice in the event of material changes. There may be initial inconvenience or malfunctions when the changes initially take effect, but Pluto will do its best to minimize such events. You agree and acknowledge that Pluto does not assume responsibility with respect to the introduction of such changes or from any malfunctions or failures that may result thereof.
TERMINATION OF OPERATIONS
Pluto may, at any time, in our sole discretion, temporarily or permanently terminate the operation of the Services, or any part thereof. In such an event, Pluto will try its best to give prior notice of termination. You agree and acknowledge that Pluto does not assume responsibility with respect to the termination of the Services’ operations or loss of data as a result.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND THE DESIGNATED THIRD PARTY PROVIDER(S) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PENNY AND ANY DESIGNATED THIRD PARTY PROVIDER MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR SERVICE PROVIDER THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER WE OR ANY DESIGNATED THIRD PARTY PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY OR SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE.
You agree to indemnify, protect, hold harmless and fully compensate us and our officers, directors, employees and agents, along with our designated Third Party Providers and their affiliates, from and against any and all third party claims, liability, disputes, demands, damages, losses, and expenses and costs (including, but not limited to, reasonable legal and accounting fees) arising from ways connected with: (i) your access to or use of the Services or Content; (ii) your User Generated Content; (iii) your violation of these Terms; (iv) your access to your infringement or infringement by any other user of your account, of any intellectual property or other right of anyone.
These Terms and your use of the Service, and any disputes directly or indirectly arising from these Terms or your use of the Services, shall be governed by and construed in accordance with the laws of the state of California, U.S.A. without giving effect to any choice of law or conflict of law rules or provisions, whether Federal, or of the State of California or of any other jurisdiction, which would result in the application of the laws of a jurisdiction other than the state of California.
You agree to resolve any dispute or claim that you may have against Pluto exclusively in the state and federal courts located in California. You hereby irrevocably consent and submit to the exclusive jurisdiction of such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
If any dispute arises from these Terms or your use of the Services, either we or you may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, will be final and binding on the both parties. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MIGHT ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (AAA Consumer Rules), both of which are available at the AAA website www.adr.org. The arbitration may be conducted in person, through the submission of documents, by phone or online. If conducted in person, the arbitration shall take place in California. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding will be limited to the dispute between us and you individually. To the full extent permitted by law, (1) no arbitration or proceeding shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US AND/OR ANY THIRD PARTY PROVIDER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
These Terms constitute the entire and exclusive understanding and agreement between you and Pluto regarding the Services and Content, and supersede and replace any and all prior oral or written understandings and agreements between you and Pluto regarding the Services and Content.
If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute Resolution” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms without Pluto’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Pluto may freely assign or transfer these Terms without restriction or notification to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Pluto’s failure to demand performance of any right or provision in the Terms shall not constitute a waiver of any of Pluto’s rights or provisions under these Terms. No waiver, concession, extension, representation, alteration, addition or derogation from the Terms by Pluto, or pursuant to the Terms, will be effective unless consented to explicitly and executed in writing by Pluto’s authorized representative.
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