Charlie Terms of Use

Last Updated: January 17, 2018

Charlie Finance Co. (“Charlie“, “Charlie Finance", “we", “us", or “our") welcomes you. We invite you to access and use our services (the “Services”), which are made available to you through our website located at www.hicharlie.co (the “Website”) and/or through the Charlie messaging application accessible by Facebook messenger or any US or Canada-based cellular subscriber via SMS and MMS (the “Bot”). The Website and the Bot are collectively referred to herein as the “Platform”.

Please read these Terms of Use (“Terms”) carefully. These Terms state the terms and conditions under which you may use the Platform and/or the Services. By signing up, accessing and/or using the Platform, you agree to be bound by these Terms. If you do not agree with these Terms, you may not access the Platform and/or use the Services.

PLEASE BE AWARE THAT SECTION 18 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

1. Modification

We may change these Terms at any time by posting the changes on the Platform or by publishing a notice in the Services. We will use reasonable efforts to notify you of the material changes by sending an email to the email address or a text message to the cell phone number we have on file for you. Changes will be effective following the posting of the revised Terms. Your continued use of the Services after we have posted changes to these Terms will indicate your acceptance of the revised Terms. Please check the Terms posted on our Platform regularly for any changes.

2. Description of the Services

Through the Platform, Charlie offers personal finance monitoring and recommendations aimed at improving your overall financial health. Charlie’s Services include, but are not limited to, monitoring for potential unwanted and unauthorized charges on credit card accounts, bank accounts, and other financial accounts specified by the User (as defined below) (the “User Accounts”).

Charlie may offer certain features or services within the Services that are provided by third parties (“Third Party Providers”). For example, Charlie has partnered with Facebook so that our Bot is able to communicate with you through the Facebook Messenger application. Except as expressly set forth in this Section 2, your use of such features or services will be governed by these Terms.

Specifically, Charlie may engage with Third Party Providers to provide us financial account aggregation services. We may pass your financial institution credentials, your financial institutions’ name and your credit and /or debit card names (the “Account Credentials”) that you provide during registration to these Third Party Providers and they may store such information on their services in accordance with their security and privacy practices in order to provide services.

Your use of the Services as related to or independent of the Third Party Providers are subject to the following terms and agreements:

  1. Provide Accurate Information. You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites, and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
  2. Proprietary Rights. You are permitted to use content delivered to you through the service only on the service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology.
  3. Content You Provide. You are licensing to Charlie Finance and its service providers, the Account Credentials you provide through or to the service. Charlie Finance 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, Charlie Finance may use the Account Credentials for the purposes set out above.
  4. Third Party Accounts. By using the service, you authorize Charlie Finance and the Third Party Providers to access third party sites designated by you, including but not limited to Facebook Messenger, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Charlie Finance and designated Third Party Provider a limited power of attorney, and you hereby appoint Charlie Finance as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your accounts passwords, and other information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR DESIGNATED THIRD PARTY PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, WE AND A DESIGNATED THIRD PARTY PROVIDER ARE ACTING A YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account provider accessible through the service.
  5. 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. CHARLIE FINANCE 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.
  6. 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, INCLUDING BUT NOT LIMITED TO 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, MISUSE 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.
  7. You agree that a designated third party provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a designated third party provider were a party to this Agreement.

3. Your Use of the Service

3.1 General. You agree to the following in connection with your use of the Services:

  1. You may not use the Services if you are under 18 years old or otherwise do not have legal capacity to form a binding contract.
  2. You may not use the Services if you are not a resident of the United States.
  3. You agree to abide by all applicable laws, regulations, and rules in connection with your use of the Services.
  4. 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.
  5. In connection with your use of the Services, you shall not:
    • breach these Terms or any other applicable rules and instructions that we may convey with respect to the use of the Services;
    • interfere with, disrupt, circumvent or manipulate the functionality or operation of the Services;
    • send automated or machine generated search queries or use robots, crawlers or similar applications to collect or compile content from the Services;
    • display the Services or any part thereof in an exposed or concealed frame, or link to elements on the Services, such as images and videos, independently from the web pages on which they originally appear; and/or
    • impersonate any person or entity, or making any false statement pertaining to your identity.
  6. In connection with your use of the Services, you shall not post, disseminate, transmit, or otherwise communicate through, or to the Services, or make available any content on the Services, which may reasonably be deemed as:
    • infringing or violating intellectual property rights of other parties, including patents, copyrights, trade secrets, and trademarks;
    • identifying minors, their personal details or their address and ways to contact them;
    • software viruses, trojan horses, worms, vandals, spyware and any other malicious code;
    • encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under the applicable laws;
    • constituting a violation of a person’s right to privacy or right of publicity;
    • prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
    • threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable; and/or
    • unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes

3.2 Access Removal or Block. Charlie Finance may remove or block access to the Services, or any part thereof, for any reason that we may consider to be justified in our sole discretion including, but not limited to:

  1. To prevent misuse of the Service;
  2. When Charlie Finance deems the use of the Services to be in breach of these Terms, or a violation of any applicable law; or
  3. When your account is terminated, either by yourself or by Charlie Finance

4. Description of Users

We provide Visitors, Basic Users, and Connected Users (as defined below) with access to the Platform as described in these Terms.

4.1 Visitors. Visitors are people who do not register with us, but who view the content on the platform that is publicly available without logging into the Platform.

4.2 Basic Users. Basic Users are people who signed up on our Website and/or have either sent messages to or received messages from the Charlie Bot.

4.3 Connected Users. Connected Users are people who have shared with us and / or a Thrid Party Service their bank account credentials and have granted us access to their account and financial transaction information in order to take full advantage of the Services offered by Charlie.

4.4 Premium Users. Premium Users are people who pay a monthly or annual subscription fee to gain access to features not available to Visitors, Basic Users, or Connected Users. The Basic Users and Connected Users are collectively referred to herein as the “Users.” We are under no obligation to accept any individual as a User and may accept or reject any registration in our sole and complete discretion.

5. Registration

BY REGISTERING AND USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.

You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. Bear in mind that false, incorrect, or outdated information may prevent you from registering and impair Charlie’s ability to provide you with the Services or to contact you. You agree we may use any information you share with us in accordance with our Privacy Policy. You are fully accountable for any outcome that may result from your failure to provide true, accurate and complete details in the course of the registration process.

You may terminate your account at any time, by sending a text message to Charlie’s phone number directly or by contacting our staff by email at: support@hicharlie.co. Charlie may require you to verify your termination notice by sending an additional termination request message, either by e-mail or through any other means, as a prerequisite for termination of your account. Your account on the Platform will be terminated within 10 days following your notification, and from that date of termination you will no longer be able to access your account.

6. Fees

If you agree to be responsible for paying monthly or annual charges based on a subscription plan (“Subscription”) you select – and thereby become a Premium User – you agree that we may use a third party payment processor such as Stripe (“Third Party Payment Processor”) to process payment of your subscription fees. You warrant and represent that you are the valid owner or an authorized user, of the credit card you provide to such Third Party Payment Processor, and that all credit information is accurate. Your interactions with our Third Party Payment Processor are governed by the Terms of Use and Privacy Policy of such Third party Payment Processor.

We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

7. Account Termination by Charlie

Notwithstanding any remedies that may be available to Charlie Finance under any applicable law, Charlie Finance may temporarily or permanently deny, limit, suspend, or terminate your user account, prohibit you from accessing the Platform and/or Services (or any part thereof), remove content and take technical and legal measures to keep you off the Platform and/or the Services, if Charlie Finance believes that:

  • you have abused your rights to use the Platform and/or Services; or
  • you have breached the Terms; 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 Charlie Finance, its affiliates 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.

Except in cases where your continued use of the Services may expose Charlie Finance, its affiliates or any third party to risk or harm, Charlie Finance will make commercially reasonable efforts to give you prior notice, when applicable, prior to taking the above actions.

8. Links to Other Sites

The Platform and Services may contain links to third-party websites (“Third-Party Websites”), third party advertisements (“Third Party Ads”) and applications (“Third-Party Applications. When you click on a link to a Third-Party Website, Third Party Ad or Third-Party Application, we will not warn you that you have left Platform and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third Party Ad and Third-Party Applications and are not under the control of Charlie. Charlie is not responsible for any Third-Party Websites, Third Party Ads or Third-Party Applications. Charlie provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, Third Party Ads and Third-Party Applications at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable Agreement and policies, including privacy and data gathering practices, of any Third-Party Websites, Third Party Ads or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

9. Privacy

Charlie respects your privacy. Your use of the Platform may involve the transmission to us of certain personally-identifiable information. Charlie’s policies with respect to the collection and use of such personally-identifiable information are governed according to our Privacy Policy located at https://www.hicharlie.co/privacy, which is hereby incorporated by reference in its entirety.

10. Correction of Errors

Subject to the terms and conditions set forth herein, Charlie Finance uses commercially reasonable efforts to ensure the reliability of the information that appears on the Platform and in the Services. However, errors may occur. If you believe that any information sent or published by Charlie Finance on the Services is erroneous, please inform Charlie Finance at support@hicharlie.co.

11. Intellectual Property

11.1 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, as well as patents, copyrights, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, are the property of and are owned by Charlie Finance, its affiliates or its licensors, and may be protected by applicable intellectual property laws and intellectual property treaties. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights to you or any third party. Charlie Finance, and its licensors, reserve any and all rights not expressly granted in these Terms.

11.2 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.

11.3 Use of Marks. The trademarks, service marks, and logos of Charlie Finance used and displayed on the Platform and the Services are registered and unregistered trademarks or service marks of Charlie Finance or its affiliates (“Charlie Finance Trademarks”). Other company, product, and service names located on the Platform and the Services may be trademarks or service marks owned by others (the “Third- Party Trademarks,” and, collectively with the Charlie Finance Trademarks, the “Trademarks”). Nothing on the Platform and 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 Charlie Finance Trademarks or any other intellectual property inures to our benefit.

12. Unsolicited Information.

12.1. Unsolicited Information. By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information shall be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such Unsolicited Information for any purpose whatsoever, 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 whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and 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.

13. Changes in the Services

Charlie Finance may make changes to the Services at any time. The changes may include, for example, the scope or type of Services, the layout or display and the Services’ content. Prior notice may be given in the event of material changes. The changes may cause inconvenience or even malfunctions at first although Charlie Finance will use commercially reasonable efforts to minimize these events. You agree and acknowledge that Charlie Finance does not assume any responsibility with respect to, or in connection with the introduction of such changes or from any malfunctions or failures that may result thereof. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT CHARLIE’S SOLE DISCRETION.

14. Termination of Operation

We may at all times and in our sole discretion, terminate the operation of the Services, or any part thereof, temporarily or permanently. In such an event, and when possible, we will use commercially reasonable efforts to provide prior notice of termination. You agree and acknowledge that Charlie Finance does not assume any responsibility with respect to, or in connection with the termination of the Services’ operations or loss of any data as a result.

15. DISCLAIMER OF WARRANTY

THE PLATFORM, THE SERVICES AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE”. NONE OF CHARLIE FINANCE, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, VENDORS, PARTNERS OR AGENTS (COLLECTIVELY, THE “CHARLIE PARTIES”), WARRANT THAT ANY OF THE FOREGOING WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE CHARLIE PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE CHARLIE PARTIES DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, THE SERVICES, ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM AND THE SERVICES OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE PLATFORM AND/OR THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM AND/OR THE SERVICES IS TO STOP USING THE SAME. SOME CONTENT THAT IS DISPLAYED ON OUR PLATFORM, OR IN CONNECTION WITH OUR SERVICES, IS BASED ON INFORMATION THAT IS SHARED BY USERS OF OUR SERVICES AND DOES NOT NECESSARILY REFLECT THE VIEWS OF CHARLIE FINANCE. WE DO NOT MAKE ANY REPRESENTATIONS ABOUT SUCH CONTENT, AND DISCLAIM ALL LIABILITY IN CONNECTION THERETO. IF YOU HAVE A QUESTION ABOUT ANY SUCH CONTENT PLEASE EMAIL US AT support@hicharlie.co.

CHARLIE FINANCE DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL IDENTIFY ALL OR ANY QUESTIONABLE TRANSACTIONS ON YOUR USER ACCOUNTS OR ALL THREATS TO YOUR IDENTITY. CHARLIE FINANCE IS NOT A PARTY TO ANY TRANSACTIONS ON YOUR USER ACCOUNTS AND DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY SUCH TRANSACTIONS.

NONE OF THE CHARLIE PARTIES OWN OR CONTROL THE FEATURES OR SERVICES PROVIDED BY THE THIRD PARTY PROVIDERS, INCLUDING BUT NOT LIMITED TO FACEBOOK MESSENGER. NONE OF THE CHARLIE PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN YOU AND THE THIRD PARTY PROVIDER OR FOR ANY RESULTS CAUSED BY USING THE FEATURES OR SERVICES PROVIDED BY THE THIRD PARTY PROVIDERS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

16. LIMITATION OF LIABILITY

IN NO EVENT SHALL CHARLIE PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUES OR SAVINGS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF SUCH CHARLIE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE CHARLIE PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OR RELATING THERETO, EXCEED, THE TOTAL FEES PAID BY YOU TO CHARLIE IN THE TWELVE (12) MONTHS PRECEDING SUCH A CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE CHARLIE PARTIES’ COLLECTIVE LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

17. Indemnification

You agree to indemnify, defend and hold the Charlie Parties harmless from and against any and all claims, damages, awards, settlements, loss, costs, expenses and payments (including reasonable attorney’s fees and legal expenses) arising or resulting from: (i) your breach of these Terms; (ii) your access to, use, or misuse of the Platform and/or the Services; (iii) your violation of any third-party right or applicable laws, including without limitation any intellectual property, or privacy right; (iv) your negligence or willful misconduct, or (v) any claims brought against any Charlie Party by a Third Party Provider as a result of your acts or omissions. Charlie reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Charlie in asserting any available defenses. This provision does not require you to indemnify any of the Charlie Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your account, the Terms or your access to Platform or Services.

18. Governing Law; Jurisdiction; Agreement to Arbitrate; Class Action Waiver.

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Charlie and limits the manner in which you can seek relief from us.

18.1 Governing Law. 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. consistent with the Federal Arbitration Act, 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.

18.2 Jurisdiction. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Charlie agree that all claims and disputes arising out of or relating to the Agreement will be litigated in exclusively in the state and federal courts located in San Francisco County, 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.

18.3 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with Charlie, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Charlie may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

18.4 IF YOU AGREE TO ARBITRATION WITH CHARLIE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST CHARLIE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE CHARLIE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

18.5 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Charlie will pay them for you. In addition, Charlie will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Charlie will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

18.6 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Charlie. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

18.7 Waiver of Jury Trial. YOU AND CHARLIE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Charlie are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) a representative class or collective action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 18.6.

18.9 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Charlie Finance Co., 360 Ritch St., Suite 205, San Francisco, CA 94107 , within 30 days after first becoming subject to this Arbitration Agreement [we recommend including an email option as well]. Your notice must include your name and address, your Charlie username (if any), the email address you used to set up your Charlie account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

18.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

18.11 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Charlie.

18.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Charlie makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Charlie.

19. Notices

Charlie Finance may contact you and send you notice via e-mail, regular mail, Short Message Services (“SMS”), and notices on the Services. You may contact Charlie’s customer relations department, by using the contact us page on the Services, or by using Charlie’s contact details hereunder. If you do not wish to receive any of the above communications, you may opt-out by contacting us through the Contact section on our Website or by using Charlie’s contact details hereunder. Charlie reserves the right to publish in public—including on the Services—certain communications with you, such as your compliments regarding the Services, as long as your personal and identifiable details will not be revealed without your prior consent. All communications between Charlie and you will be deemed as received, if sent by e-mail, one (1) day after the e-mail is sent or five (5) days following mailing of mail communications.

Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

20. Compliance with Applicable Laws

Charlie Finance shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to Charlie’s provision of the Platform and/or the Services.

21. General

These Terms constitute the entire agreement between you and Charlie Finance with respect to the Services and supersede any and all other agreements with respect to the Services. No waiver, concession, extension, representation, alteration, addition or derogation from the Terms by Charlie Finance, or pursuant to the Terms, will be effective unless consented to explicitly and executed in writing by Charlie’s authorized representative. Failure on Charlie’s part to demand performance of any provision in the Terms shall not constitute a waiver of any of Charlie’s rights under the Terms.

22. No Assignment

Your rights and obligations under the Terms are not assignable, but may be assigned by Charlie Finance without restriction or notification to you. Any attempted or actual assignment thereof by you shall be null and void without Charlie's prior and explicit consent in writing.

23. Interpretation

The section headings in the Terms are included for convenience only and shall take no part in the interpretation, or construing of the Terms “including”, whether capitalized or not, means without limitation.

24. Severability

If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law, and the remaining provisions of the Terms shall continue to remain in full force and effect.

25. Survival

The provisions of these Terms titled Intellectual Property, Disclaimer of Warranty, Limitation of Liability, Indemnification, Governing law and Jurisdiction, General, Changes in Ownership, No Assignment, Interpretation, Severability and Survival and any other provisions which by their nature would reasonably be expected to survive, shall survive the termination of these Terms