Last Updated: November 1, 2018
These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications and other online products and services (collectively, the “Services”) provided by Quovo, Inc. (together with its subsidiaries, affiliates, successors and assigns, “Quovo”, “us” or “we”). By clicking “Connect” and/or by using the Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to aggregate and display financial account data from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions and normalized and presented in a way to provide benefits to users.
Information Provided by You: In order to receive our Services, you may supply us with your credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions with which you have accounts.
Information We Collect on Your Behalf: We will use your credentials to retrieve information from third party financial institutions, such as account numbers and account holder information, account transactions, account statements, account position and balance information.
Power of Attorney: By using the Services, you authorize Quovo to access websites of third party financial institutions designated by you, on your behalf, using your credentials, to retrieve financial account data requested by you, and in connection with the foregoing, you grant to Quovo a limited power of attorney.
How to End Data Collection: You may email us at firstname.lastname@example.org to request that Quovo delete all of your financial account data.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. If you have any questions about these Terms or our Services, please contact us at email@example.com.We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
2. Ownership; Limited License
The Services, including the information, text, graphics, images, illustrations and other content contained therein, are owned by Quovo or our licensors or third party vendors (together, “Third Party Service Providers”) and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our Third Party Service Providers. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own personal, non-commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Quovo and its Third Party Service Providers. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Quovo reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Quovo believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion.
3. User Accounts; Account Security
If you register for an account to access the Services, you must provide accurate account information and promptly update this information if it changes. You agree and understand that you are responsible for maintaining the confidentiality and security of your email address, username, password and other log on information (collectively, “Registration Information”), and agree to promptly notify us at firstname.lastname@example.org if you discover or suspect unauthorized account access. If you permit others to use your Registration Information, you are responsible for activities of such users that occur in connection with your account.
You must be at least 16 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity; (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
4. Data Submission and Retrieval from Third Party Institutions
The purpose of the Services is to aggregate and display financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (collectively, “Sync Information”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks (“Third Party Institutions”), and normalized and presented in a way to provide benefits to users. In order to retrieve this Sync Information, you may supply us with your credentials used to log into online portals at Third Party Institutions, including, but not limited to, usernames, passwords, PIN numbers, multifactor authentication questions and answers, one-time access PINs, and other related information (“Credentials”).
You agree that such Sync Information and Credentials, and the use of our Services, is subject to the following terms and conditions:
- Accurate Information. You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at Third Party Institutions and you agree to not misrepresent your identity or the account information at your Third Party Institutions.
- Right to Share Information. You represent and warrant that you are entitled to submit your Credentials to Quovo for the uses described herein.
- User Content. Our Services may allow you and other users to provide information in connection with the use of the Services and registration for an account (“User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Quovo. You grant Quovo a perpetual, nonexclusive, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that your User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Quovo or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
- Third Party Access. By using the Services, you authorize Quovo to access websites of Third Party Institutions designated by you, on your behalf, to retrieve Sync Information requested by you. For all purposes hereof, you hereby grant Quovo a limited power of attorney, and you hereby appoint Quovo 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 websites, servers or documents of Third Party Institutions, to retrieve Sync Information, and use your Credentials, all as described herein, 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 QUOVO ACCESSES AND RETRIEVES SYNC INFORMATION FROM THIRD PARTY INSTITUTIONS, QUOVO IS ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF ANY SUCH THIRD PARTY INSTITUTION. You agree that Third Party Institutions shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you, and are third party beneficiaries for purposes of this paragraph. You understand and agree that the Services are not necessarily endorsed or sponsored by any Third Party Institutions accessible through the Services.
- No Advice. You acknowledge and agree that Quovo is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument.
5. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
- Use or attempt to use another user’s account without authorization from that user and Quovo;
- Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell, resell or commercially use our Services, or rent, lease, or sublicense your access to the Services to another person;
- Distribute any information about Quovo or the Services to any third parties in order to compete with Quovo or the Services;
- Engage in competition with Quovo with respect to any service currently offered by Quovo or offered at any time by Quovo during the period when you accessed or otherwise used the Services;
- Distribute any information about Quovo to any person in the media; or publish any information about Quovo in any public medium, including but not limited to, other websites, blogs, newspapers, magazines, or television programs;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our Third Party Service Providers;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning, integrity, performance or availability of our Services in any manner;
- Reverse engineer or reverse compile any aspect of our Services or intellectual property, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- Circumvent or disable any digital rights management, usage rules, or other security features of the Quovo Services;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services without our prior written consent; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
- Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
- Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate (a) any applicable local, state, federal or international law or regulation (including, but not limited to, United States federal and state securities laws and regulations, and rules of any national or other securities exchange); or (b) any contractual or fiduciary relationship (including, but not limited to, confidential information obtained pursuant to employment relationships or nondisclosure agreements);
- Would be considered “non-public” or “insider” information about any company or investment;
- May infringe any third party patent, trademark, trade secret, copyright or other intellectual property right;
- Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- Contains forged headers or otherwise manipulated identifiers in order to disguise its origin;
- Contains any viruses, corrupted data or other harmful, disruptive or destructive code, files, or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Quovo or others to any harm or liability of any type.
The enforcement of this Section 5 is solely at Quovo’s discretion, and the failure to enforce this Section 5 in some instances does not constitute a waiver of our right to enforce it in other instances.
You may voluntarily post, submit or otherwise communicate to us solutions to identified problems, questions, comments, suggestions, ideas, original or creative materials or other information about Quovo or our Services (collectively, “Feedback”). You acknowledge and agree that all Feedback is given voluntarily, does not contain confidential or proprietary information, and may be treated as non-confidential by Quovo. You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Quovo’s sole discretion.
7. Third Party Content
We may provide information about third party products, services, activities or events, or we may allow Third Party Service Providers to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
8. Disclaimer of Warranties
YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING SYNC INFORMATION AND THIRD PARTY CONTENT) INCLUDED IN OR ACCESSIBLE IN CONNECTION WITH YOUR USE OF THE SERVICES (COLLECTIVELY, THE “DISCLAIMED SERVICES”) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN WRITING BY US, THE DISCLAIMED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. FURTHERMORE, QUOVO MAKES NO WARRANTY THAT (I) THE DISCLAIMED SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE DISCLAIMED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DISCLAIMED SERVICES WILL BE ACCURATE OR RELIABLE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DISCLAIMED SERVICES, AND ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR DEVICES, OR LOSS OF DATA, RESULTING FROM YOUR USE OF THE DISCLAIMED SERVICES, INCLUDING DUE TO UNAUTHORIZED USERS (SUCH AS HACKERS), VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE.
Quovo’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Quovo and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing the Services without the express prior written consent of the owner.
10. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, Quovo has adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. Quovo’s copyright policy is available at www.quovo.com/legal/copyright-policy/. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification in the event that you believe in good faith that your copyright has been infringed by anything in the Services. If you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to Quovo for certain costs and damages.
11. Fair Credit Reporting Act (“FCRA”)
Please see Quovo’s FCRA Disclaimer located at www.quovo.com/legal/fcra-disclaimer/ if you would like to request an audit of your Sync Information supplied by Quovo.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Quovo and our officers, directors, agents, Third Party Service Providers, and employees (individually and collectively, the “Quovo Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of any person or entity (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to cooperate with Quovo Parties in defending third party Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Quovo Parties will have control of the defense or settlement, at Quovo’s sole option, of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Quovo or the other Quovo Parties.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QUOVO AND THE OTHER QUOVO PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF QUOVO OR THE OTHER QUOVO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF QUOVO AND THE OTHER QUOVO PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF TWO HUNDRED DOLLARS ($200) OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES.
THE LIMITATIONS SET FORTH IN THIS SECTION 13 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF QUOVO OR THE OTHER QUOVO PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF QUOVO AND THE OTHER QUOVO PARTIES TO YOU SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
To the fullest extent permitted by applicable law, you release Quovo and the other Quovo Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
15. Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
16. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Quovo and limits the manner in which you can seek relief from us. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 16 by sending written notice to email@example.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 17.
No Representative Actions. You and Quovo agree that any dispute arising out of or related to these Terms or our Services is personal to you and Quovo and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Quovo seeks to bring an individual action in small claims court located in the county of your billing address or disputes principally related to either party’s intellectual property (which disputes will be resolved in litigation before the United States District Court for the Southern District of New York), you and Quovo waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. You and Quovo agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Quovo, and not in a court of law. For any such dispute or claim that you have against Quovo, you agree to first contact Quovo and attempt to resolve the claim informally by sending a written notice of such claim (“Notice”) to Quovo by email at firstname.lastname@example.org and by overnight courier (with delivery confirmation) addressed to Quovo, Inc., Attn: Legal Department, 54 West 21st Street, 2nd Floor, New York, New York, 10010. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our Notice to you will be similar in form to that described above. If you and Quovo cannot reach an agreement to resolve the claim within thirty (30) days after Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one (1) arbitrator. Arbitration proceedings will be held in New York County in the State of New York, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Quovo agree that these Terms affect interstate commerce and that the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Quovo, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Quovo agree that for any arbitration you initiate, you will pay the filing fee and Quovo will pay the remaining JAMS fees and costs. For any arbitration initiated by Quovo, Quovo will pay all JAMS fees and costs. You and Quovo agree that the state or federal courts located in New York County in the State of New York shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred and may not be asserted by you or Quovo.
If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.
17. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in New York County in the State of New York.
18. Third Party Beneficiaries
You agree that our Third Party Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that the Third Party Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
19. Electronic Notices and Disclosures
You acknowledge and agree that Quovo may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Quovo by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Quovo to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.