Stash101® Terms of Use

Last updated: August 24, 2021

These Stash101 Terms of Use (the “Terms of Use” or this “Agreement”) solely covers Boulay, LLC (“Stash101”) and the various financial education and other related products and services offered to you by Stash101. These Terms of Use are supplemental to Stash Financial, Inc.’s Terms of Use (the “Stash Terms of Use”), which can be found at https://www.stash.com/termsofuse . The Stash Terms of Use expressly apply to any products and services offered by Stash Financial, Inc., and any products and services offered by the following affiliates of Stash Financial, Inc.: Stash Investments LLC (our registered investment adviser), Stash Capital LLC (our registered broker dealer), Stash Cash Management LLC (our banking services affiliate), and Stash Insurance Services LLC (our insurance services affiliate) (such entities collectively shall be referred to hereunder as “Stash”). Stash101 services are available to you through a variety of platforms, including, but not limited to Stash.com/stash101, Stash101’s mobile applications, and any other web properties or other digital domains that Stash101 may offer to you in the future, which are or will be accessible through a variety of connected devices (the “Stash101 Platform”).

By using the Stash101 Platform and/or the Services (as defined below), you (as defined below) are agreeing to these Terms of Use. You agree that these Terms of Use are the legal equivalent of a signed, written contract and constitute a legally binding agreement between Stash101 and you, as a user of the Stash101 Platform and the Services, that you have read these Terms of Use, and accept, understand and will be bound by them. Further, if you are signing up for the Services and creating accounts on behalf of one or more students, or if you’re agreeing to these Terms of Use on behalf of an organization or entity (for example, if you’re an administrator agreeing to these Terms of Use on behalf of your district), you represent and warrant that you’re authorized and have received any required consent to use the Services, and bind any student, organization or entity to these Terms of Use, as described in more detail below.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY STASH101. BY VISITING THE STASH101 PLATFORM OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE STASH101 PLATFORM OR SERVICES. ACCESS TO THE STASH101 PLATFORM AND USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

Any update or amendment to these Terms of Use shall be effective if notice is provided to you. You agree that posting any such changes on the Stash101 Platform and/or sending any such changes to you via email (as applicable to you) constitutes reasonable and sufficient notice. Any such amendment will be effective as of the date specified by Stash101. Your continued use of the Stash101 Platform (including any updates or other versions thereof) after we provide notice of any changes to these Terms of Use constitutes your agreement to those changes. If you do not agree to these Terms of Use (or any updates to or modified versions thereof), you should discontinue use of the Stash101 Platform immediately.

1. SCOPE OF AGREEMENT.

This Agreement applies to schools, school districts, and related entities and organizations, including but not limited to administrators, instructors, and professors who access or use the Services on their behalf (each an “Educational Institution”), as well as all non- Educational Institution visitors, users, and others, including students, their parents and legal guardians, who use the Services (such individuals and Educational Institution shall be collectively referred to hereunder as “you”). If you’re an Educational Institution, Stash101 Additional Terms of Use for Educational Institution apply to you too

By accessing and/or using the Stash101 Platform, you agree to these Terms of Use. These Terms of Use apply to any use of the Stash101 Platform, including (i) when you register for an account; (ii) when you sign up for or receive any Services, and (iii) when you use the Stash101 Platform as a guest.

2. ACCESS TO THE SERVICES.

The Stash101 Platform is owned and operated by Stash101. Subject to the terms and conditions of this Agreement, Stash101 may offer to provide certain products and services to you through the Stash101 Platform (collectively, the “Services”), solely for your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the Stash101 Platform, any service Stash101 performs for you through the Stash101 Platform, and the Content (as defined below) offered by Stash101 on the Stash101 Platform. Stash101 may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Stash101 may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display the Stash101 Platform and the material provided therein, and the Services that you sign up for, for your noncommercial use, provided that you fully comply with the provisions of these Terms of Use. You agree not to assign, transfer, or sublicense your rights as a user of the Stash101 Platform or the Services. You understand that you may only use your account, and that your account is only valid for your noncommercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of the Services with respect to your account.

Because some of our users may be interested, we have included some information below related to the Children’s Online Privacy Protection Act (“COPPA”). COPPA requires that on-line service providers obtain parental consent before they knowingly collect personally identifiable information on-line from children who are under 13. We only collect personal information through the Services from a child under 13 where that student’s school, district, and/or teacher has agreed (via the terms described in the following paragraph) to obtain parental consent for that child to use the Services and disclose personal information to us or where the parent or legal guardian of a child has signed the child up to use the Services. If you are a student under 13, please do not send any personal information about yourself to us if your school, district, and/or teacher has not obtained this prior consent from your parent or guardian or if your parent or guardian has not signed you up to use the Services, and please do not send any personal information other than what we request from you in connection with the Services. If we learn we have collected personal information from a student under 13 without parental consent being obtained by his or her parent, guardian, school, district, and/or teacher, or if we learn a student under 13 has provided us personal information beyond what we request from him or her, we will delete that information as quickly as possible. If you believe that a student under 13 may have provided us personal information in violation of this paragraph, please contact us at Stash101support@stash.com.

If you are signing up for this service and creating accounts on behalf of student(s), you represent and warrant that you are either (a) a teacher or school administrator or otherwise authorized by a school or district to sign up on behalf of students or (b) the parent of such student(s). If you are a school, district, or teacher, you represent and warrant that you are solely responsible for complying with your COPPA obligations, meaning that you must obtain advance written consent from all parents or guardians whose children under 13 will be accessing the Services. When obtaining consent, you must provide parents and guardians with these Terms of Use, our Privacy Policy, and Stash101 Additional Terms of Use for Educational Institution. You must keep all consents on file and provide them to us if we request them. If you are a teacher, you represent and warrant that you have permission and authorization from your school and/or district to use the Services as part of your curriculum, and for purposes of COPPA compliance, you represent and warrant that you are entering into these Terms of Use on behalf of your school and/or district.

You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms of Use on your behalf, as we described earlier, and also to agree to these Terms of Use on their behalf). If you’re agreeing to these Terms of Use on behalf of an organization or entity (for example, if you’re an administrator agreeing to these Terms of Use on behalf of your district), you represent and warrant that you are authorized to agree to these Terms of Use on that organization or entity’s behalf and bind them to these Terms of Use. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. These Terms of Use are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

If you are a school, district, or teacher, you may have Stash101 generate an access code for you to use with each limited access group you administer (an “Access Code”). For example, if you wished to establish a closed group among yourself, as a teacher, and your 5th grade class, you would distribute the Access Code only to those members of your 5th grade class that you wanted to view what was going on within that group. Everyone to whom a group administrator distributes the Access Code to will be a member of that “Limited Access Group.” Students will log in to the Services using accounts created by teachers, school administrators or teachers or students may log in through their Google Apps For Education login and use an Access Code to join a Limited Access Group.

3. SERVICES CONTENT.

The Services and its contents are intended solely for the non-commercial use of Services by users and may only be used in accordance with the terms of this Agreement. You acknowledge that the Services and the Stash101 Platform contains information, materials, text, videos, sounds, artwork, user and visual interfaces, questions, creative suggestions, graphics, articles, blogs, photographs, images, illustrations, messages, comments, feedback, ideas, and other financial education materials and tools (collectively, the “Content,” and which includes User Submissions (as defined below)) that are protected by copyrights, patents, trademarks, service marks, trade secrets, and/or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or hereafter developed. All Content is owned, controlled, or licensed by or to us and is protected by law, including United States copyright laws, and, if applicable, similar foreign laws. Subject to any copy or other rights of the original owners of such Content, we also own a copyright in the selection, coordination, arrangement and enhancement of such Content.

You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

The Services are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You may not modify, publish, republish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, distribute, perform, display, or in any other way exploit (including but not limited to for commercial use), any of the Content, software, materials, or Services in whole or in part without the prior written consent of Stash101. Content is provided exclusively for noncommercial access and use. When Content is downloaded to your computer or mobile device, you do not obtain any ownership interest in any such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other application or networked computer environment is strictly prohibited unless you receive our prior written consent.

The names Stash101, the Stash101 logo, Stash, any Stash logos, and other trademarks, service marks, names, slogans, graphics, and logos used in connection with the Stash101 Platform and the Services (collectively, the “Stash Marks”) are trademarks or registered trademarks of Stash and/or Stash101. Other trademarks, service marks, graphics, and logos appearing on the Stash101 Platform are trademarks of their respective owners. Nothing contained in the Stash101 Platform should be construed as granting any license or right to use any of the Stash Marks or third-party marks appearing on the Stash101 Platform without the prior written consent from us or any party that may own any of the third-party marks.

You are not authorized to, and agree to, download, display, or use any Content or any Stash Mark in any publication, advertising, publicity or any other commercial or non-commercial manner, in connection with products or service that are not those of Stash or Stash101, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Stash or Stash101 or its software or intellectual property licensors, that dilutes the strength of Stash’s or Stash101’s or its licensor’s property, or that otherwise infringes Stash’s or Stash101’s or its licensor’s intellectual property rights.

You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than noncommercial use is expressly prohibited without prior written permission from Stash101 or from the copyright holder identified in such Content’s copyright notice. If you link to the Stash101 Platform, Stash101 may revoke your right to so link at any time, at Stash101’s sole discretion. Stash101 reserves the right to require prior written consent before linking to the Stash101 Platform.

By using the public areas of the Stash101 Platform you are indicating your acceptance, without modification, of the disclaimers, terms and conditions set forth herein, which apply equally to Stash101, the Stash101 Platform and any information providers. Content posted on the Platform is published as of its stated date or, if no date is stated, the date of first posting. Except as may be required by applicable law, Stash101 has no duty to update any Content and may discontinue or modify any category of Content at any time.

In the course of using the Services, you and other users may provide information which may be used by Stash101in connection with the Services and which may be visible to certain other users. Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us a limited, irrevocable, non-exclusive, sublicensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute all User Submissions without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute and tag any of your User Submissions, as well as the right to sublicense such content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones. Please note that all of the following licenses are subject to our Privacy Policy and Stash101 Additional Terms of Use for Educational Institution to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Stash101 a license to translate, modify (for technical purposes, for example making sure your content is viewable on your iPhone as well as your computer) and reproduce such User Submission, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected. You continue to retain all ownership rights to your User Submissions, and you continue to have the right to use your User Submissions in any way you choose, subject to these Terms of Use and the license described herein.

If you store a User Submission in your own Stash101 account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Stash101 the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of displaying that Personal User Submission to you and providing you the Services necessary to do so.

If you share a User Submission only within a Limited Access Group, or otherwise in a manner that only certain specified users can view (each, a “Limited Access User Submission”), then you grant Stash101 the license above, as well as a license to display, perform, and distribute your Limited Access User Submission for the purpose of displaying that Limited Access User Submission to other members of that Limited Access Group (or to such specified users, as applicable) and providing you the Services necessary to do so. Also, you grant the other members of that Limited Access Group (or such specified users, as applicable) a license to access that Limited Access User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For example, if you share a project in your Limited Access Group, you grant the other members of the Limited Access Group the rights necessary to view that project and to create derivative works by adding to and modifying it.

If you share a User Submission in a public “community” on the Services or in a manner that more than just you or your Limited Access Group can view (a “Public User Submission”), then you grant Stash101 the license above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of displaying that Public User Submission to all Stash101 users and providing you the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with Stash101 and the Services, provided that Stash101 will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. For example, if you share a project in a public “community”, you grant the other members of the “community” the rights necessary to view that project and to create derivative works by adding to and modifying it.

Any user and Stash101 may use, modify, reproduce, display, perform, distribute or create derivative works of a Public User Submission or a Limited Access User Submission (for which they have permission to access), provided that such user or Stash101 must provide attribution to the original author(s).

You agree that the licenses you grant are perpetual, royalty-free, irrevocable, sublicensable, transferable and worldwide. Finally, you understand and agree that Stash101, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media.

You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Stash101 will not be liable for any errors or omissions in any content. You understand that Stash101 cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Stash101 cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will Stash101 be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

4. RESTRICTIONS.

You warrant, represent and agree that you will not contribute any Content, User Submissions, or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Stash101’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Stash101; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Stash101 reserves the right to remove you or any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Stash101 is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Stash101, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Stash101and to grant Stash101the rights to use such information in connection with the Services and as otherwise provided herein.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

You understand and agree that Stash101 shall have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms of Use, and shall have sole discretion regarding the course of action to take in connection therewith. Your privilege to use the Stash101 Platform depends on your compliance with the standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of the Stash101 Platform and/or take any other appropriate measures to enforce these standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our standards and conduct guidelines, or any part of these Terms of Use, we may terminate, in our sole discretion, your use of the Services or Stash101 Platform.

Parents may request that their student has a pseudonym in place of their name when accessing Stash101. Parents can request you to review the student’s personal information, ask to have it deleted, and refuse to allow any use of the information throughout the year. You must comply with any such requests by a parent and delete the applicable student’s profile on Stash101 in a prompt manner.

5. WARRANTY DISCLAIMER.

Stash101 has no special relationship with or fiduciary duty to you. You acknowledge that Stash101 has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Stash101 from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Stash101 makes no representations concerning any content contained in or accessed through the Services, and Stash101 will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Stash101 makes no representations or warranties regarding the accuracy of descriptions anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS'' without any warranty of any kind from Stash101 or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service. THE SERVICES, CONTENT, STASH101 PLATFORM, PRODUCTS AND SERVICES OBTAINED THROUGH THE STASH101 PLATFORM, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, COMPATIBILITY, SECURITY, AVAILABILITY, ACCURACY, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE STASH101 PLATFORM OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANYTHING DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE STASH101 PLATFORM IS DONE AT YOUR SOLE RISK, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SERVICE, OFFERING, CONTENT OR MATERIAL AND ANY OF YOUR INTERACTIONS WITH ANY THIRD PARTIES, INCLUDING ADVERTISERS OR OTHER USERS, IDENTIFIED THROUGH THE STASH101 PLATFORM. STASH101 DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN OR ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. STASH EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE STASH101 PLATFORM. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE STASTH101 PLATFORM, SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

6. PRIVACY POLICY.

For information regarding Stash101’s treatment of personally identifiable information, please review Stash101’s Privacy Policy , which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Stash101’sPrivacy Policy. Particularly, records that are: (1) directly related to a student, and (2) maintained by an educational agency or institution or by a party acting for the agency or institution are “Education Records” protected by the Family Educational Rights and Privacy Act (“FERPA”). FERPA provides that an Educational Institution may disclose personally identifiable information from Education Records to a provider, like Stash101, to perform an institutional service or function with a legitimate educational interest in the Education Records if certain conditions have been met. We have specified such conditions in Stash101 Additional Terms of Use for Educational Institution , which is hereby incorporated by reference. If you are an Educational Institution, your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Stash101 Additional Terms of Use for Educational Institution.

7. REGISTRATION AND SECURITY.

As a condition of using some aspects of the Services, you may be required to register with Stash101 and select a password and username (“Stash101 User ID”). If you are accessing the Services through a third party site or service (such as “Facebook Connect”), Stash101 may require that your Stash101 User ID be the same as your user name for such a third party site or service. You shall provide Stash101 with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. In certain situations, your Stash101 User ID may be selected for you by your school or district; the same rules apply to them when they select a Stash101 User ID for you. You may not (i) select or use as a Stash101 User ID a name of another person with the intent to impersonate that person; or (ii) use as a Stash101 User ID a name subject to any rights of a person other than you without appropriate authorization. Stash101 reserves the right to refuse registration of or cancel a Stash101 User ID in its sole discretion. You shall be responsible for maintaining the confidentiality of your password. If you access the Services through a third party site or service, you will provide your third party account credentials to Stash101, and you are consenting to have the information in those accounts transmitted into your Stash101 account, and you agree that you shall only use accounts owned by you, and not by any other person or entity.

8. INDEMNITY.

You will indemnify and hold Stash101, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, the infringement by you or any third party using your account of any intellectual property or other right of any person or entity, or your use of User Submissions generated, uploaded, or otherwise provided by you in accordance with this Agreement.

9. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL STASH101 OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE STASH101 PLATFORM OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU TO STASH101 HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) FOR ANY MATTER BEYOND STASH101’S REASONABLE CONTROL; (V) FOR THE USE AND/OR INABILITY TO USE THE STASH101 PLATFORM AND/OR THE SERVICES; OR (VI) FOR THE USE OF ANY CONTENT OR OTHER INFORMATION ON THE STASH101 PLATFORM OR WEBSITES LINKED TO THE STASH101 PLATFORM. YOU UNDERSTAND THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IN THE EVENT WE EXERCISE OUR RIGHT TO MODIFY, CHANGE OR DISCONTINUE THE STASH101 PLATFORM OR ANY SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR STASH101 PLATFORM, OR WITH ANY PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE STASH101 PLATFORM. IF ANY PORTION OF THIS LIMITATION IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT DISCLAIM ANY LIABILITY RELATING TO THE PROVISION OF SERVICES WHICH CANNOT BE DISCLAIMED PURSUANT TO ANY APPLICABLE LAW.

10. FEES AND PAYMENT.

You shall pay all applicable fees, as described on the Stash101 Platform and/or your account settings in connection with the Services selected by you. You shall be responsible for all applicable taxes associated with your use of such Services, including, without limitation any federal, state, local or foreign taxes or any sales or use taxes. Stash101 reserves the right to change its fees and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Stash101 Platform. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

11. INTERACTION WITH THIRD PARTIES.

The Services may contain links to third party websites or services (“Third Party Services”) that are not owned or controlled by Stash101, or the Services may be accessible by logging in through a Third Party Service. When you access Third Party Services, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Stash101 has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Stash101 will not and cannot monitor, verify, censor or edit the content of any Third Party Service. By using the Services, you expressly relieve and hold harmless Stash101 from any and all liability arising from your use of any Third Party Service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Stash101 shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on thE Stash101 Platform, or between users and any third party, you understand and agree that Stash101 is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release Stash101, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

12. TERMINATION.

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Stash101 may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Stash101 may also terminate or suspend any and all Services and access to the Stash101 Platform immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Stash101 Platform, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

13. GEOGRAPHIC SCOPE OF SERVICES.

You acknowledge that the Stash101 Platform and the Services are intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that Stash101 does not intend to offer any products or services outside of the United States. Stash101 does not represent or warrant that any aspect of its Services, including information available on the Stash101 Platform, complies with any law or regulation of any jurisdiction outside of the United States. You represent and warrant that you are a lawful resident of and located in the United States.

14. ELECTRONIC COMMUNICATIONS.

The Stash101 Platform provides you with our email address so that you may communicate electronically with us by sending an email message to Stash101support@stash.com. All email sent to and from Stash101 will be received or otherwise recorded by the Stash101 email system, and is subject to archival, monitoring or review by and/or disclosure to, someone other than the recipient. Communications through the Stash101 Platform may involve the electronic transmission, to any email address you provided to us, of information that you may consider to be personal information and you agree and consent to such transmission of such information. You agree not to use email to transmit any confidential personal information. It is your responsibility to update or change your email address, as appropriate.

15. MISCELLANEOUS.

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Stash101 shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Stash101’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Stash101’s prior written consent. Stash101 may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Stash101 in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. Except as expressly set forth in Section "APPLE DEVICE AND APPLICATION TERMS" below, you and Stash101 agree there are no third party beneficiaries intended under this Agreement.

16. ARBITRATION; GOVERNING LAW.

These Terms of Use shall be governed by and construed in accordance with federal law and any applicable laws of the State of New York (without regard for conflicts of law principles). You and we agree and irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and (to the extent it has sufficient matter jurisdiction) of the federal courts in the Southern District of New York with respect to any legal action or proceeding arising out of or relating to these Terms of Use or the matters or services contemplated hereby, and consent to the service of process by the mailing to such party of copies thereof by certified mail to the other party. Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been in an inconvenient forum.

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief at any time.

17. COPYRIGHT DISPUTE POLICY.

Stash101 has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Stash101’sDesignated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is Stash101’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

18. APPLE DEVICE AND APPLICATION TERMS.

In the event you are using the Services in connection with a device provided by Apple, Inc. (“Apple”) or a Stash101 application obtained through the Apple App Store (collectively, such uses are henceforth the “Application”), the following shall apply:

19. CONTACT.

If you have any questions, complaints, or claims with respect to the Services, you may contact us at Stash101support@stash.com.