Tactile Finance TERMS AND CONDITIONS OF USE AND SUBSCRIPTION AGREEMENT

TERMS AND CONDITIONS OF USE

Last Updated: March 10, 2015. Welcome to Tactile Finance, which is operated by Tactile Finance (Feel My Money, LLC) ("Tactile Finance", "Tactile", "we" or "us"). These Terms and Conditions of Use ("Agreement") that govern and apply to your use of (a) www.tactilefinancepro.com and all corresponding subdomains, web pages and websites associated with the foregoing URL and (b) any other content, applications, systems, features, functionality, software, information, products and services offered by us, including, without limitation, application/device-based features and related technology (e.g., mobile, web, console, desktop, device and other apps, browser-enabled portals, websites, etc.) (collectively, the "Web Site" or "Site"). IMPORTANT: PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU USE THIS WEB SITE, AS IT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DISCONTINUE USING THE WEB SITE. This Agreement applies to all users of the Web Site, whether or not you have registered for same ("User", "you" or "your"), and by using the Web Site, you understand, acknowledge and agree that you shall comply with this Agreement and any additional terms and conditions that we provide to you in connection with your use of or access to same (e.g., software licenses, specific product or service terms, financial terms, etc.) ("Additional Terms"). Tactile Finance's Privacy Policy ("Privacy Policy"), Tactile Finance's Subscription Agreement and the Additional Terms are hereby incorporated into this Agreement by reference as though fully set forth herein. To the extent that there is a conflict between this Agreement and the Additional Terms, the Additional Terms shall govern. To the extent that there is a conflict between this Agreement and the Subscription Agreement, the Subscription Agreement shall govern. To the extent that there is a conflict among this Agreement, the Additional Terms and/or the Subscription Agreement, the following order of precedence shall apply: first, the Additional Terms, second, the Subscription Agreement, and third, this Agreement. This Agreement applies whether you are accessing the Web Site via a personal computer, a wireless or mobile device or any other technology or device ("Device"). This Agreement does not cover other services, platforms, applications, websites or any corresponding content, features, programs, promotions or activities made available by any other company, person or entity, unless specifically stated. 1. Term This Agreement shall remain in full force and effect while you use the Web Site. You may terminate your use of or registration for the Web Site at any time, for any reason, and we may terminate your use of or registration for the Web Site at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party. 2. Compliance By using the Web Site, you represent and warrant that (a) you are 18 years of age or older and reside in the United States of America, its territories and possessions (the "U.S.") and acknowledge and agree that features, activities and other aspects of the Web Site may be subject to heightened age and/or other eligibility requirements (e.g., certain purchases, etc.); (b) your use of the Web Site does not violate any applicable law, rule or regulation; and (c) you shall make timely and satisfactory payment for any products or services (e.g., subscriptions, etc.) purchased by you. If you provide information that is untrue, inaccurate, not current or incomplete, or we suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your use (in whole or in part) and refuse any and all current or future use of the Web Site (or any portion thereof), in its sole discretion, with or without notice to you, and without liability or obligation to you. 3. User Registration In order to access and use the Web Site (including the purchase of any subscription or fee-based products or services), we may require that you register for the Web Site and have a unique username and password combination ("User Credentials") and provide certain additional information, which may include, without limitation, your email address, legal name, date of birth, country of residence, zip code, mobile phone number, etc., and, for fee-based transactions and purchases (e.g., subscriptions, one-time purchases, add-ons, additional features, upgrades, etc.) offered by us, your physical address, telephone number(s), applicable payment data and information (e.g., credit card/debit card number and expiration date), etc. (collectively, a "User Account"). You represent and warrant that all registration and account information you submit is truthful and accurate and you shall maintain and promptly update the accuracy of such information. You may only have one User Account and are responsible for maintaining the strict confidentiality of your User Credentials, and you shall be responsible and liable for any access to or use of the Web Site by you or any person or entity using your User Credentials or Device, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent, including, without limitation, any fee-based transactions. It is therefore critical that you do not share your User Credentials with anyone. You agree to immediately notify Tactile Finance of any unauthorized use of your User Credentials, User Account and/or Device, or any other breach of security, including, without limitation, in the event your Device is lost or stolen. It is your sole responsibility to (a) control the dissemination and use of your User Credentials, User Account and Device, (b) update, maintain and control access to your User Credentials, User Account and Device, and (c) cancel your User Account on the Web Site. We reserve the right to deny access, use and registration privileges to any User of the Web Site if we believe there is a question about the identity of the person trying to access any account or element of the Web Site. Tactile Finance shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section. 4. Ownership and Intellectual Property Rights As between you and Tactile Finance, Tactile Finance owns, solely and exclusively, all right, title and interest in and to the Web Site and all content contained and/or made available on, through or in connection therewith ("Content"), and all such Content is protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, rules, regulations and treaties. The term "Content" includes, without limitation, all audio/visual content, artwork, photographs, illustrations, graphics, logos, copy, text, computer code, software, music (including the musical compositions therein), data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Web Site, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Web Site, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Web Site). Unless the context clearly requires otherwise or we explicitly set forth in writing, the term "Web Site" includes "Content" as well. 5. Restrictions 5.1      The Web Site is to be used solely for your non-exclusive, non-assignable, non-transferable and limited use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Web Site, including, without limitation, notices on any Content you transmit, download, display, print, stream or reproduce from the Web Site. Except as expressly authorized by Tactile Finance and set forth in Additional Terms, you shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website or platform), or otherwise use, any Content without the express, prior written consent of Tactile Finance or its owner if Tactile Finance is not the owner. Moreover, the framing or scraping of or in-line linking to the Web Site or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Web Site other than as expressly authorized by us is writing in advance is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) used in connection with the Web Site. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require Users to respect our copyrights, trademarks, and other intellectual property rights and shall aggressively enforce same to the fullest extent of the law, including, without limitation, seeking criminal prosecution. 5.2      You do not acquire any ownership rights by transmitting, downloading, displaying, printing, reproducing, or downloading any Content. You may not copy, download, display, distribute, transfer, link to, sell, license, frame, create derivative works of or republish all or any portion of the Web Site for any commercial or public purpose without prior written consent of Tactile Finance. Any unauthorized use of the logos, trademarks, or service marks of Tactile Finance or its affiliates inconsistent with Tactile Finance's intellectual property rights or this Agreement, including use in any manner that is likely to cause confusion among clients and customers, is strictly prohibited. This Web Site may also contain logos, trademarks and service marks of third parties. You are not authorized to use such logos or marks without the third party's consent. Tactile Finance is a registered trademark of Tactile Finance. 6. Disclaimers THIS WEB SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND TACTILE FINANCE EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. TACTILE FINANCE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEB SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEB SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT TACTILE FINANCE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEB SITE. Except as specifically stated in this Agreement or elsewhere on this Web Site, or as otherwise required by applicable law, neither Tactile Finance nor its directors, employees, licensors, Content providers, affiliates or other representatives will be liable for any damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of your use of, your inability to use, or the performance of this Web Site or the Content whether or not we have been advised of the possibility of such damages. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by applicable jurisdictional provisions. Tactile Finance uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability. The Web Site may provide various financial tools and calculators. The information provided by these calculators is for illustrative purposes only. The results may vary from your actual loan, mortgage, investment, savings or insurance results. The calculated results are not guaranteed to be accurate and are in no way endorsed, offered or guarantee This Web Site is controlled, operated, and administered by Tactile Finance from its offices within the United States of America ("U.S."). Tactile Finance makes no representation that this Web Site, or the services or materials available through it, are appropriate or available for use at locations outside the U.S., and access to this Web Site from territories where the Web Site or any of its services or materials are illegal is prohibited. If you access this Web Site from a location outside the U.S., you are responsible for compliance with all local laws. 7. Indemnification You shall indemnify, defend, and hold Tactile Finance and its affiliates, and their respective officers, directors, employees, and agents harmless from and against any and all claims, losses, damages, liabilities, judgments, and fees and expenses related thereto (including attorneys' fees), arising out of, based upon, or resulting from, any breach or violation by you of this Agreement or any use by you of the Web Site or any services offered herein. Tactile Finance reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In no event, however, shall you settle or otherwise dispose of any such matter without the prior written consent of Tactile Finance. 8. Third Party Services and Content Tactile Finance assumes no responsibility for material created or published by third parties to which this site may have a link directly or via a spawned browser window. If you decide to visit any linked site or platform you do so at your own risk and it is your responsibility to take all measures against viruses or other destructive elements. Links do not imply that Tactile Finance recommends, endorses or is affiliated with any entity whose products or services are described therein. You waive any and all claims against Tactile Finance and its directors, employees, affiliates or other representatives regarding the inclusion of links to outside web sites or platforms or your use of those web sites or platforms. 9. Third Party Services and Content 9.1      You agree to implement appropriate security including without limitation, network and local firewalls, up-to-date virus protection and security patches for any operating system and application software you use in your computer systems and user identification and password controls to safeguard the internal control and confidentiality of forms, access methods, codes, data, user IDs, and passwords which Tactile Finance may establish from time to time. You agree that all such forms, access methods, codes, data, user IDs, and passwords used are commercially reasonable security measures to prevent unauthorized use of the Web Site and services, and you will keep these secured and confidential. 9.2      You are solely responsible for your conduct in connection with the Web Site, and you represent, warrant and agree that, while using the Web Site, you shall not:
(a)
intentionally or unintentionally engage in or encourage conduct that would violate any applicable local, state, national or international law, rule, regulation, judicial or government order or treaty or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
(b)
submit, post, email, display, transmit or otherwise make available on, through or in connection with the Web Site any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(c)
submit, post, email, display, transmit or otherwise make available on, through or in connection with the Web Site any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
(d)
intentionally or unintentionally engage in or encourage conduct that affects adversely or reflect negatively on Tactile Finance or its affiliates, or any of their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers, operators or service providers, the Web Site, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourages any person or entity from using all or any portion, features or functions of the Web Site, or from advertising, linking or becoming a supplier to us in connection with the Web Site;
(e)
submit, post, email, display, transmit or otherwise make available on, through or in connection with the Web Site any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(f)
use the Web Site for commercial purposes, including, without limitation, engaging in barter arrangements, pyramid schemes, advertising, marketing or offering goods or services or exploiting information or material obtained on, through or in connection with the Web Site, whether or not for financial or any other form of compensation or through linking with another website or web page;
(g)
modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Web Site or the rights or use or enjoyment of the Web Site by any other User;
(h)
impersonate any person or entity, including, without limitation, a Tactile Finance official, or falsely state or otherwise represent your affiliation with a person, entity or User Posting (as defined herein), transmit or otherwise make available on, through or in connection with the Web Site false or misleading indications of origin, information or statements of fact;
(i)
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Web Site;
(j)
solicit passwords or personal identifying information for commercial or unlawful purposes from other Users or engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping", "phishing", "database scraping", or any other activity with the purposes of obtaining lists of Users or other information;
(k)
modify, reverse engineer, decompile or disassemble any part of the Web Site, whether in whole or in part, or create any derivative works from any part of the Web Site, or encourage, assist or authorize any other person to do so; or
(l)
intentionally or unintentionally submit, post, email, display, transmit, disseminate, report or otherwise make available on, through or in connection with the Web Site any false, incorrect, misleading, fraudulent, exaggerated or inaccurate data or information.
Tactile Finance reserves the right to investigate and take appropriate legal action against anyone who, in Tactile Finance's sole discretion, violates, or is suspected of violating, this Section, including, without limitation, reporting you to law enforcement authorities. Further, you acknowledge, consent and agree that Tactile Finance may access, preserve and disclose your account and registration information and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce this Agreement; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of Tactile Finance, Users or any third parties. 10. Web Site Monitoring You acknowledge and agree that Tactile Finance has no obligation, but reserves the right, to monitor the Web Site including any and all information transmitted or received through the Web Site, from time-to-time for operational and other purposes, subject to the Privacy Policy. During monitoring, information may be examined, recorded, copied, and used for authorized purposes in accordance with the Privacy Policy. Tactile Finance reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in Tactile Finance's sole and absolute discretion are objectionable or violate this Agreement, law or regulation. Your use of the Web Site constitutes your consent to such monitoring, use and disclosure. 11. Governing Law This Agreement shall be interpreted, construed and governed by the laws of the State of New York, United States of America without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the state courts of the State of New York and the federal court of the Southern District of New York, and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, Tactile Finance shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Tactile Finance, such action is necessary or desirable. 12. Miscellaneous No action of Tactile Finance, other than an express written waiver or amendment, may be construed as a waiver or amendment of any provision of this Agreement. Should any clause of this Agreement be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Tactile Finance reserves the right to change this Agreement, prices, information and available contractual license terms featured on this Web Site without notice. Tactile Finance will provide notice of material changes to this Agreement on the home page of this Web Site. Your continued use of this Web Site, or any services or materials accessible through it, after such notice has been posted constitutes your acceptance of the changes. This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Tactile Finance without restriction, notice or other obligation to you.

SUBSCRIPTION AGREEMENT

Last Updated: March 10, 2015. Welcome to Tactile Finance, which is operated by Tactile Finance (Feel My Money, LLC) ("Tactile Finance", "Tactile", "we" or "us"). This Subscription Agreement ("Agreement") governs and applies to your use of Tactile Finance's subscription and/or fee-based financial products and services, including any associated content, applications, systems, features, functionality, software, information offered by us on or in connection therewith (e.g., Tactile Finance Pro, etc.), including application/device-based features and related technology (e.g., mobile, web, console, desktop, device and other apps, browser-enabled portals, websites, etc.) (collectively, the "Services"). This Agreement applies to all users of the Services ("User", "you" or "your"). Any capitalized terms used herein not otherwise defined shall have the meaning ascribed in the Tactile Finance's Terms and Conditions of Use. READ THIS AGREEMENT CAREFULLY, BECAUSE BY SELECTING "I ACCEPT" OR OTHERWISE ACCESSING, OR USING THE SERVICES IN ANY MANNER WHATSOEVER, YOU AGREE: (A) TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; (B) THAT YOU POSSESS THE REQUISITE AUTHORITY, TO ENTER INTO THIS AGREEMENT AND TO PERFORM THE OBLIGATIONS AND COMPLY WITH THE REQUIREMENTS HEREOF; (C) THAT IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES; IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. (D) THAT YOU, NOT TACTILE FINANCE, ARE RESPONSIBLE FOR ENSURING AUTHORIZED USERS ARE AUTHORIZED BY ALL NECESSARY AUTHORITY AND PERMISSIONS WITHIN YOUR COMPANY, FIRM OR ENTERPRISE TO ACCESS AND USE THE SERVICES; AND (E) THAT YOU, NOT TACTILE FINANCE, SHALL BE RESPONSIBLE FOR ANY ACCESS OR USE BY ANY AUTHORIZED USER OR PERSON, FIRM OR ENTERPRISE ACCESSING OR USING THE SERVICES WITH USER IDS, USER CREDENTIALS, USER ACCOUNTS AND/OR ANY OTHER IDENTIFICATION CODES OR PASSWORDS OF ANY AUTHORIZED USERS. IF YOU DO NOT AGREE TO OR DO NOT WISH TO BE BOUND BY THIS AGREEMENT, THEN DO NOT CLICK ON "I ACCEPT" AND DO NOT ACCESS OR USE THE SERVICES IN ANY MANNER. 1. SERVICES 1.1     Provision of the Services. We shall make the Services available to you pursuant to this Agreement, which Services, may also include certain configuration, training, implementation and other technical and operational services, as same may be agreed upon in writing by Tactile Finance. You agree that your purchase hereunder is neither contingent on the delivery of any current or future functionality, specifications or features nor dependent on any oral or written public comments made by us regarding the current or future functionality, specifications or features of the Services. 1.2     Number of Users. Except as otherwise explicitly agreed upon in writing by Tactile Finance, the Services are purchased for a single user that creates the specific applicable User Account and may be used and accessed by no other individual or entity. 1.3     Terms and Conditions of Use; Privacy Policy. Our Terms and Conditions of Use and Privacy Policy, as in effect from time to time, are incorporated by reference into this Agreement, as if set forth in full herein. This Agreement is subject in all respects to our Terms and Conditions of Use, as in effect from time to time. 2. USE OF THE SERVICES 2.1     Your Responsibilities.
(a)
You shall (i) be solely responsible for the accuracy, quality and legality of any data, information or materials that you use, input, create or generate in connection with the Services ("Data") and of the means by which you acquired or utilize your Data, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with applicable laws, rules and regulations.
(b)
You shall not (i) make the Services available to any other person or entity, (ii) sell, resell, rent or lease the Services to any third party (it is understood that you may use the email function from within the application to share pages with your clients, but not for any other purpose -- for example, you may not to provide access to any application itself by way of log-in or account information), (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services to store or transmit malicious code, (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Services or their related systems or networks.
3. FEES, PAYMENT AND RELATED TERMS FOR PURCHASED SERVICES 3.1     Fees. You hereby agree to pay in full the prices and fees (including, without limitation, all applicable taxes) for any purchases (e.g., subscriptions, one-time purchases, etc.) ("Fees") (a) that are made using your User Account via an Authorized Payment Method (as defined below) at the time of purchase and/or (b) that are mutually agreed upon in writing by you and Tactile Finance (e.g., invoice documents, price list, purchase orders, etc.). If payment is not received by us from you or your credit, debit or charge card or payment services provider or its agents or other payment service provider, you agree to promptly pay all amounts due upon demand by us. Tactile Finance reserves the right to change any and all prices for any Services at any time, for any reason. All Fees shall be paid in full by you in advance. 3.2     Recurring Fees/Subscription Renewal. Unless you notify us of your decision to terminate your subscription 30 days in advance, your subscription will automatically renew at the end of each subscription term. Your renewed subscription will have the same duration as the subscription being renewed (e.g., one month, one year, etc.). At the time of renewal, (a) your Authorized Payment Method will be charged our then-current fees for the applicable subscription or (b) we will invoice you for the applicable amounts, provided that if the fee for your renewal of the applicable Services has increased, we will notify you at your designated email address set forth in your User Credentials at least 45 days prior to renewal so that you have an opportunity to elect not to renew. If you continue to use the Services after the subscription fees have been increased, you are expressly agreeing to the increased subscription fees and you will be responsible for paying such subscription fees for the balance of your subscription. 3.3     Payment Method and Terms. Unless otherwise mutually agreed upon in writing by you and Tactile Finance (e.g., invoice document, price list, purchase order, etc.), you may use, and the Services accept, certain designated forms of payment (each, an "Authorized Payment Method"), subject to certain restrictions, including, without limitation, territory restrictions, bank/payment card restrictions, spending limits, third party service provider restrictions or otherwise, which may prevent the processing of your order. If a transaction has been declined online due to payment card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your transaction and should use another Authorized Payment Method. If a payment card company is being used for a transaction, Tactile Finance may obtain a pre-approval from the applicable payment card company for an amount up to the amount of the order. All purchases are final once you click the "Submit" or similar button/link and billing to your payment card occurs at such time or shortly thereafter. 3.4     Taxes. You are responsible for any taxes imposed on any fee-based transactions conducted on or in connection with the Services and applicable taxes will be added to the amount charged for the applicable transaction. Fee-based transactions in connection with the Services may include, without limitation, sales tax, use tax and any other applicable taxes, which may be based on various factors, including, without limitation, the bill-to address and tax rates in effect at the time your transaction is completed. No customers or Users are eligible for tax exemptions for transactions made in connection with the Services. 3.5     Cancellation. You may cancel your subscription for the Services at any time by giving us written notice not less than 30 days prior to the expiration of your subscription period; provided, however, that NO FESS OR PAYMENTS MADE ARE REFUNDABLE AND THERE WILL ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION PERIODS. We may cancel your subscription for the Services at any time (and for any reason or no reason) by giving you notice of such termination. In the event that we cancel your subscription for the Services before the end of the subscription period (and such cancellation was not a result of any noncompliance or violation of this Agreement or any agreement with Tactile Finance), we may provide a refund, discount, or other consideration to you ("credit"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. 3.6     Suspension of Service. If any amount owing by you under this or any other agreement for our Services is overdue, We may, without limiting our other rights and remedies, suspend your use of the Services until such amount is paid in full. 4. PROPRIETARY RIGHTS 4.1     Reservation of Rights in the Services. Subject to the limited rights expressly granted hereunder, we reserve all right, title and interest in and to the Services, including all related intellectual property and proprietary rights. No rights are granted to you hereunder other than as expressly set forth herein. Except for your limited right to use the Services in accordance with this Agreement, you shall not have any rights to reproduce or otherwise use the Services. 4.2     Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. 5. CONFIDENTIALITY 5.1     Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by us to you, whether orally or in writing, including, without limitation, information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall, without limitation, include the Services and the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by us. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to us, (b) was known to you prior to its disclosure by us without breach of any obligation owed to the us, (c) is received from a third party without breach of any obligation owed to us, or (d) was independently developed by you. 5.2     Protection of Confidential Information. You shall use the same degree of care that you use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care) and (i) not use any of our Confidential Information for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by us in writing, to limit access to our Confidential Information to those of your and your affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with you containing protections no less stringent than those herein. You shall not disclose the terms of this Agreement to any third party other than your affiliates and their legal counsel and accountants without our prior written consent. 6. YOUR WARRANTIES You warrant that: (a) You have all requisite capacity or authority (as the case may be) to enter into this Agreement; (b) this Agreement constitutes your legal, valid and binding agreement, enforceable against you in accordance with its terms; (c) your access to and use of the Services is and will be: (i) permitted based on the authority provided by you; and (ii) conducted in accordance with all applicable laws and your requirements, standards, policies and procedures; and (d) except as otherwise specifically set forth in this Agreement (if at all), you are responsible and liable for your acts and omissions in connection with your access to and use of the Services. 7. TERM AND TERMINATION 7.1     Term of Agreement. This Agreement commences on the date you accept it and continues until cancelled or terminated in the manner contemplated by this Agreement, including Section 3 (i.e., the length of your subscription to or use of the Services). 8. INDEMNIFICATION; LIMITATION OF LIABILITY 8.1     Indemnification. You agree to indemnify, hold harmless and defend us and our affiliates and our and their respective members, partners, shareholders, managers, directors, officers, employees, contractors and agents (collectively, "Indemnified Parties") against all liabilities, costs and damages (including reasonable attorneys' fees) incurred or allegedly incurred by any Indemnified Party in connection with any third party claims arising out of (a) a breach or any of your representations, warranties or covenants contained herein or (b) your use of the Services. 8.2     Limitation of Liability. EXCEPT AS REQUIRED BY LAW, NEITHER WE NOR ANY OF OUR AFFILIATES (AND NONE OF THE MEMBERS, PARTNERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS OF US OR ANY OF OUR AFFILIATES) SHALL BE LIABLE TO YOU, ANY USER OF THE SERVICES, ANY CLAIMANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, BUSINESS INTERRUPTION, COMPUTER INTERRUPTION, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE (OR ANY OF OUR AFFILIATES OR ANY OF THE MEMBERS, PARTNERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS OF US OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO THE SERVICES. IF THIS LIMITATION OF LIABILITY OR THE DISCLAIMER OF WARRANTY SET FORTH HEREIN IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF US AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE MEMBERS, PARTNERS, SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS) FOR ANY TYPE OF DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, SHALL BE LIMITED TO $1,000 (ONE THOUSAND DOLLARS). THE SERVICES, AND ALL INFORMATION, SERVICES AND ALL INFORMATION MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES OR SUCH INFORMATION WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION ASSOCIATED WITH YOUR USE OF THE SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT YOUR USE OF AND ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS OR OTHERWISE SECURE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED OR STATUTORY OR ARISING OUT OF CUSTOM OR COURSE OF DEALING OR USAGE OF OR IN THE TRADE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. MISCELLANEOUS. This Agreement shall be governed by, construed and enforced under the laws of the State of New York as it is applied to agreements entered into and to be performed entirely within such State. You agree that any action arising out of this Agreement shall be brought in the state or federal courts located in the City of New York, irrevocably submit to the exclusive jurisdiction of any such court and waive any objection that you may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS LETTER AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. You agree that this Agreement may not be amended or modified except by an instrument or instruments in writing that is signed by us. We may, only by an instrument in writing, waive compliance by you with any term or provision hereof that you are required to perform or comply with. our failure or delay in exercising any right or remedy hereunder shall not operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other further exercise thereof or the exercise of any other right or power.