Terms of Use

1. GENERAL TERMS.

Financial Cents, Inc. (“Financial Cents”) provides use of its www.financial-cents.com/ and related online services (collectively, “Service”) to You subject to the following Terms of Use (“Agreement”). When using the Service, You shall be subject to any posted guidelines, rules, send user license agreements (“EULA”), or terms applicable to such Services, which may be posted from time to time. All such guidelines, rules, EULAs, or terms are hereby incorporated by reference into the Agreement. Financial Cents may also offer other services that are governed by these or different terms of service.

The Agreement constitutes the entire agreement between You and Financial Cents concerning Your use of the Service, superseding any prior agreements between You and Financial Cents with respect to the Service. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Financial Cents services or Financial Cents proprietary software, affiliate services, third-party content or third-party software.

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND FINANCIAL CENTS AND GOVERNS YOUR USE OF THE SERVICE. BY USING THE SERVICE YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO THIS AGREEMENT AND FINANCIAL CENTS’ PRIVACY POLICY (“PRIVACY POLICY”), EULA, AND ANY OTHER RELATED TERMS AND CONDITIONS LOCATED ON FINANCIAL CENTS’ WEBSITE, ALL OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN DO NOT USE THE SERVICE.

In the event any of the terms of this Agreement conflict with the Privacy Policy, the terms of the applicable Privacy Policy shall govern as to the conflicting terms.

If You have any questions regarding these terms and conditions, please contact customer service.

2. DEFINITIONS.

“Access Fee” means the fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Financial Cents may change from time to time on notice to You) or communicated to You through an affiliate accounting service.

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

“Data” means any data inputted by You or with Your authority into the Website.

“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.

“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

“Website” means the Internet site at the domain http://financial-cents.com/ or any other site operated by Financial Cents.

“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning in the possessive.

“Third Party” or “Third Parties” means any person, group of persons, corporation, business entity, or group of any kind that is not Financial Cents, You, or an Invited User. Third Party includes Financial Cents’ server hosting service(s),any Internet Service Provider (“ISP”), and private software companies not related to Financial Cents that makes software and computer applications that integrate with Financial Cents’ Service.

3. DESCRIPTION OF SERVICE.

Financial Cents offers its Service in three (3) subscription types and in one (1) limited-access version:

Directly to client business owners: In this subscription model, Financial Cents grants a license of its Service directly to the client business owner. Financial Cents will charge an agreed amount of money in U.S. dollars per month in exchange for use of its Service. Certain Third-Party software may connect with Financial Cents’ Service and directly feed, or input, Your Data, Confidential Information, financial information, and other necessary information into Financial Cents’ Service.
To accounting firms: In this subscription model, Financial Cents grants a license of its Service to an accounting firm, who in turn, subscribes its own business clients’ accountants to Financial Cents’ Service for an agreed amount of money in U.S. dollars per month in exchange for use of its Service. Certain Third-Party software may connect with Financial Cents’ Service and directly feed, or input, Your Data, Confidential Information, financial information, and other necessary information into Financial Cents’ Service.
Through the “Partner Program”: Exactly like the accounting firm subscription model, except in this subscription model Financial Cents will additionally offer a “promotional code” to accounting firm clients upon registering for Financial Cents’ Service. The accounting firms, in turn, may give the promotional code to its own clients to encourage them to use Financial Cents’ Service. By using the promotional code, Financial Cents’ accounting firm clients will either receive an agreed amount of money back in U.S. dollars per month or an equal amount will be credited or discounted from the subscription charge that the accounting firm is to pay to Financial Cents for using Financial Cents’ Service. Financial Cents alone has the right to determine who may be a part of the “Partner Program” and utilize this subscription model. The promotional code discount amount will be agreed written or orally by Financial Cents and the accounting firm client before the accounting firm client registers for the Service and the discount amount may be subject to change from time to time and at any time.
“Trial,” or “Demo” version: This is not a subscription type, but rather, a limited-access version and registration model that Financial Cents at its sole discretion may make available to certain clients without charge from time to time and at any time. Further access to certain features, functions, and/or full or partial portions of the Service may require payment. In addition to any fees required to access certain features, capabilities, functions or services offered through or by the Service (“Charged Offerings”), You are responsible for paying all applicable taxes (including, but not limited to those we are not required to collect) and for all Third-Party hardware, software, service and/or other costs that You may incur in order to access the Service and Your account. Neither this Agreement nor Your account entitle You to any subsequent releases of the Services, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the Service without paying applicable charges or except as otherwise expressly and explicitly provided by Financial Cents. If permitted to use this registration model, You must have authorized and separate Service access for each account You wish it to be enabled for and, where applicable, You must download and install any necessary software on each machine on which You wish to use and access the Service.

Financial Cents also reserves the right at any time and from time to time to amend, modify, and/or discontinue in any way its subscription types, listed above, in its sole discretion and from time to time. In such an event, if You are a paid user to the Service, then Financial Cents will provide notice to You by sending You an e-mail to the last e-mail address that You provided to us (if any) and/or by prominently posting the notice of the changes to our site. You agree to notify us if you change your e-mail address. If You did not provide an e-mail address or if You provided an e-mail address that is not correct, then You are responsible for checking the website in the event of a change, amendment, or modification.

If You do not agree to the changes after receiving notice of the changes to the Service, then stop using the Service. Your use of the Service, after You are notified of any change(s) or were responsible for checking the website for the amendments or modifications, will constitute Your agreement to such change(s).

Financial Cents grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
the Subscriber is responsible for all Invited Users’ use of the Service;
the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with this Agreement and any notice sent by Financial Cents or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including new releases, shall be subject to the these or other applicable Agreements. You also understand and acknowledge that Financial Cents may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Service at any time without prior notice to You. You understand and agree that the Service is provided “AS-IS” and that Financial Cents assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications or personalization settings, or changes to the Service Financial Cents may make from time to time.

You are responsible for obtaining access to the Service, and that access may involve Third-Party fees (such as ISP or airtime charges). In addition, You must provide and are responsible for all equipment necessary to access the Service.

4. INTELLECTUAL PROPERTY.

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Financial Cents (or its licensors). You acknowledge and agree that the Service, any Financial Cents proprietary software (“Financial Cents Software”) and any other necessary software provided in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained or information presented to You through the Service is or may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by Financial Cents, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Financial Cents Software or other software or materials, in whole or in part.

FINANCIAL CENTS, all Financial Cents logos and product and service names are or may be trademarks of Financial Cents (the ” Financial Cents Marks”). Except as solely enabled by any link as provided by Financial Cents, You agree not to display or use in any manner the Financial Cents Marks without Financial Cents’ prior written consent.

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of Service related subscription costs when due. You grant Financial Cents a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. You must maintain copies of all Data inputted into the Service. Financial Cents adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Financial Cents expressly excludes liability for any loss of Data no matter how caused.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Financial Cents through its suggestion or feedback web pages or otherwise, You acknowledge and agree that:

Your Contributions do not contain confidential or proprietary information;
Financial Cents is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
Financial Cents shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
Financial Cents may have something similar to the Contributions already under consideration or in development;
Your Contributions automatically become the property of Financial Cents without any obligation of Financial Cents to You; and
You are not entitled to any compensation or reimbursement of any kind from Financial Cents under any circumstances.

5. YOUR USE OF THE SERVICE.

Financial Cents does not claim ownership of Content You submit or that You make available for inclusion on the Service. However, with respect to Content You submit or make available for inclusion on publicly accessible areas of the Service, You grant to Financial Cents and all users of the Service a worldwide, royalty-free and non-exclusive, perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

Additionally, with respect to Content You submit or make available for inclusion on publicly accessible areas of the Services, You represent and warrant that:

You have the right to grant such license and make such Content available to Financial Cents and its licensees, including users of the Service;
none of the Content You provide contains any data or information that is confidential, non-public, owned by or otherwise proprietary to a Third Party, not in the public domain or otherwise restricted or protected from use by any individual, entity or other party for any use by a Third Party; and
neither the delivery to nor use by Financial Cents or its licensees, including users of the Service, of such content shall violate or infringe the rights of any Third Party.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that You, and not Financial Cents, are entirely responsible for all Content that You upload, download, post, email, transmit or otherwise make available or use via the Service. You understand that by using the Service, You may be exposed to Content that is offensive, indecent or objectionable.

You agree to not use the Service to:

upload, post, email, transmit or otherwise make available any Content that:
- violates applicable law, including United States securities and export control laws;
- contains any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented) or any similar federal or state laws, rules or regulations;
- contains any payment card information;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party or use, modify or combine the Content in any manner, with any other material, in any fashion that infringes the Rights of any person;
- You do not solely have the right to make available under applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
- otherwise may create liability or damages to Financial Cents;
impersonate any person or entity, including, but not limited to, a Financial Cents official, forum leader, guide or host, or falsely stat or otherwise misrepresent Your affiliation with a person or entity;
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 or solicitation, except in those areas of the Service that are specially and specifically designated for solicitation;
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;
interfere with or disrupt the Service or servers or networks connected to the Service;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
“stalk” or otherwise harass another; and/or
collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through g above.

You acknowledge that Financial Cents may or may not pre-screen Content, but that Financial Cents shall have the right (but not the obligation) to remove Content from the Service that Financial Cents determines, in its discretion, may create liability or damages to Financial Cents. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

You acknowledge, consent and agree that Financial Cents may access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

comply with legal process;
enforce the Agreement;
respond to claims that any Content violates the rights of third parties;
respond to Your requests for customer service; or
protect the rights, property or personal safety of Financial Cents, its users and the public.

You understand that the technical processing and transmission of the Service, including Your Content, may involve:

transmissions over various networks, and
changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Financial Cents and/or content providers who provide such materials to the Service. You may not attempt to override or circumvent any digital rights management technology or usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

The Service may provide, or third parties may provide, links to other web sites or resources. Because Financial Cents has no control over such sites and resources, You acknowledge and agree that Financial Cents is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Financial Cents shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

You acknowledge that Financial Cents may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service, the maximum size of any or all Content files, the maximum disk space that will be allotted on Financial Cents’ servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Service in a given period of time, and/or any other condition of the Service. You agree that Financial Cents has no responsibility or liability for the deletion or failure to store any Content, messages and other communications or other materials or Content maintained or transmitted by the Service.

6. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND FINANCIAL CENTS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;
FINANCIAL CENTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT:
1. THE SERVICE WILL MEET YOUR REQUIREMENTS,
2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,
3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND
5. ANY ERRORS IN THE SERVICE WILL BE CORRECTED;
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; AND
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FINANCIAL CENTS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD ALLOWED BY LAW.

7. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT FINANCIAL CENTS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY 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 FINANCIAL CENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

THE USE OR THE INABILITY TO USE THE SERVICE;
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM OR AS A RESULT OF THE SERVICE;
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

8. INDEMNIFICATION.

You agree to indemnify and hold Financial Cents and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim, demand, judgement, penalty, fine, cost, or expense, including reasonable attorneys’ fees, made by any Third Party due to or arising out of:

Content You submit, post, transmit or otherwise make available through the Service;
Your use of the Service;
Your connection to the Service;
Your violation of this Agreement; or
Your violation of any Third Party’s rights.

9. TERMINATION.

You agree that Financial Cents may, under any circumstances and without prior notice, immediately terminate Your Financial Cents account, and access to the Service and/or any and all Content or materials. Cause for such termination shall include, but not be limited to:

breaches or violations of this Agreement or other incorporated agreements or guidelines;
requests by law enforcement or other government agencies;
a request by You (self-initiated account deletions);
discontinuance or material modification to the Service (or any part thereof);
unexpected technical or security issues or problems;
extended periods of inactivity;
engagement by You in fraudulent or illegal activities; and/or
nonpayment of any fees owed by You in connection with the Services. Financial Cents may also terminate this Agreement, Your Financial Cents account, access to the Service and/or any and all Content or materials for any reason or no reason whatsoever.

Termination of Your Financial Cents account includes:

removal of access to all offerings within the Service;
deletion of Your password and all related information, files and content associated with or inside Your account (or any part thereof); and
barring of further use of the Service. Further, You agree that all terminations shall be made in Financial Cents’ sole discretion and that Financial Cents shall not be liable to You or any Third Party for any termination of Your account, any associated email address, or access to the Service or Content.

10. MODIFICATIONS AND AMENDMENTS OF THE SERVICE AND AGREEMENT.

Financial Cents reserves the right at any time and from time to time to amend, modify, discontinue, temporarily or permanently, its website or Service, including applicable fees, in its sole discretion and from time to time. In such an event, if You are a paid user to the Service, then Financial Cents will provide notice to You by sending You an e-mail to the last e-mail address that You provided to us (if any) and/or by prominently posting the notice of the changes to our site. You agree to notify us if you change your e-mail address. If You did not provide an e-mail address or if You provided an e-mail address that is not correct, then You are responsible for checking the website in the event of a change, amendment, or modification.

Financial Cents also reserves the right at any time and from time to time to amend and modify this Agreement. In such an event, if You are a paid user to the Service, then Financial Cents will provide notice to You by sending You an e-mail to the last e-mail address that You provided to us (if any) and/or by prominently posting the notice of the changes to our site. You agree to notify us if you change your e-mail address. If You did not provide an e-mail address or if You provided an e-mail address that is not correct, then You are responsible for checking the website in the event of a change, amendment, or modification. Any changes to this Agreement will be effective no later than thirty (30) calendar days following our posting of notice of the changes on our Site.

If You do not agree to the changes after receiving notice of the changes to the Agreement, then stop using the Service. Your use of the Service, after You are notified of any change(s) or were responsible for checking the website for the amendments or modifications, will constitute Your agreement to such change(s) in the Agreement.

11. YOUR REGISTRATION OBLIGATIONS.

In consideration of Your use of the Service, You represent that You are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access or use certain Services, You may be required to provide certain information about Yourself (“Registration Data”) as part of the registration process for the Service, or as part of Your continued use of the Services. You also agree to:

provide true, accurate, current and complete Registration Data as prompted or requested by the Service; and
maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

You understand and agree that the Service may include certain communications from Financial Cents, such as service announcements and administrative messages, and that You may not be able to opt out of receiving them. If You provide any information that is untrue, inaccurate, not current or incomplete, or Financial Cents has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Financial Cents has the right to suspend or terminate Your account, prevent Your access to any or all portion of the Services and or Content (or other users’ access to Your Content) and refuse any and all current or future use of the Service (or any portion thereof) or Content. You certify that You are at least 18 years old; if You are not, You may not register for or use the Service.

12. ACCOUNT, PASSWORD, AND SECURITY.

As part of Your use of the Service, You may receive a password and account designation upon completing the Service’s registration process. You are responsible for and have the due diligence to maintain the confidentiality of Your password and account and are fully responsible for all activities that occur under Your password or account. You agree to:

immediately notify Financial Cents of any unauthorized use of Your password or account or any other breach of security; and
ensure that You exit from Your account at the end of each session.

Financial Cents cannot and will not be liable for any loss or damage arising from Your failure to properly safeguard Your account, password, Data, Confidential Information, or local computer hardware and software. You have sole responsibility for adequate protection and backup of Content of any type that You upload to, download from or otherwise create or use with, the Service, and/or equipment You use in connection with the Service. You are responsible for safe browsing habits and keeping all Your computer applications and Your local computer hardware up to date to protect against intrusions, whether physical or remote.

Financial Cents cannot and will not be liable for any loss or damages arising from a Third Party’s failure to provide the standard of care necessary to secure and properly safeguard its accounts, passwords, Data, Confidential Information, computer hardware and software, whether the damage caused is by a physical or remote intrusion, by accident, recklessness, or negligence.

Financial Cents will take reasonable precautions with computer hardware and software only within its physical control through encryption mechanisms and common information technology security practices to protect its clients’ Data and Confidential Information. Financial Cents will comply with all applicable United States export control laws by keeping servers and backups that contain information relating to the Service within the United States of America.

13. CHARGED OFFERINGS AND FEES.

The Service may be available to You with or without charge. Access to certain features, functions, and/or full or partial portions of the Service may require payment. You may also be provided “trial”, “demo”, “beta” or other limited-functionality or limited-access versions of the Service and/or its parts with or without charge. In addition to any fees required to access certain features, capabilities, functions or services offered through or by the Service (“Charged Offerings”), You are responsible for paying all applicable taxes (including, but not limited to those we are not required to collect) and for all Third-Party hardware, software, service and/or other costs that You may incur in order to access the Service and Your account. Neither this Agreement nor Your account entitle You to any subsequent releases of the Services, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the Service without paying applicable charges or except as otherwise expressly and explicitly provided by Financial Cents. All or some of the Service may need to be downloaded to Your computer and/or accessed online. You must have authorized and separate Service access for each account You wish it to be enabled for and, where applicable, You must download and install any necessary software on each machine on which You wish to use and access the Service.

Converting an account and/or specific Service version or offering, including but not limited to trial or limited functionality rights offerings, to an enhanced account and/or fee-based version of the Service or other paid account, version or other Charged Offering may result in the loss of access to the information or other data associated with Your use of the free or non-paid version of the Service.

You may terminate Your account at any time. You will not receive full or partial refunds for subscription periods that You have purchased. Terminating a subscription for one Charged Offering does not necessarily terminate right(s) You may have for another Charged Offering, other portion of the Service, software or other offerings from Financial Cents.

14. JURISDICTION, VENUE, and FORUM FOR DISPUTES.

The Agreement and the relationship between You and Financial Cents shall be governed by the laws of the State of Tennessee without regard to its conflict of law provisions. You and Financial Cents agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Knoxville, Tennessee. The failure of Financial Cents to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT YOU AGREE WITH FINANCIAL CENTS THAT YOU AND FINANCIAL CENTS ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE WITH FINANCIAL CENTS THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

15. SEVERABILITY.

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.