Terms of Use

Last updated: 11/10/2023

Welcome to Cashli! These TERMS OF USE (this “Agreement”) are agreed to between Cashli Funds LLC, an Illinois limited liability company, DBA Cashli (“Cashli”, “we”, “us”, or “our”), and you (as “User”, “you” or “your”) and govern your use of and access to any website, mobile website, mobile application, or other digital system owned by and/or operated for Cashli (collectively, the “Platform”) in connection with Cashli’s delivery of its membership service, cash advance product, and other services (collectively, the “Services”).

Before becoming a User, and before accessing or using the Platform, you are required to agree to the terms of this Agreement. This Agreement is the complete and exclusive agreement between you and Cashli regarding your access to and use of the Platform and supersedes any oral or written proposal, unsigned agreements or other communication between you and Cashli regarding your access to and use of the Platform; provided, however, specific portions of the Platform or aspects of the Services may be governed by additional terms, which will govern in the event of a conflict between the terms of this Agreement and such additional terms to the extent of such conflict.

PLEASE CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING, ACCESSING, OR USING THE PLATFORM, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS, OR USE THE PLATFORM OR CLICK THAT YOU ACCEPT OR AGREE TO THESE TERMS.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, CASHLI IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM AND YOU MAY NOT ACCESS OR USE THE PLATFORM OR ASSOCIATED SERVICES.

THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT CASHLI’S LIABILITY TO YOU.

1. Term. This Agreement is entered into as of the earlier of the date you first download, access, or use the Platform or associated Services and will continue in effect until terminated as set forth herein.

2. Eligibility. The Platform is intended for use by individuals 18 years of age and older. Additionally, to access and use the Platform or particular Services, other eligibility requirements may apply, and you may need to fulfill certain other legal obligations specific to your jurisdiction. Cashli makes no representation that the Platform is appropriate or available for use in all jurisdictions. Accessing any part of the Platform is prohibited from any jurisdictions where access to or use of the Platform is prohibited.

3. Accounts and Conduct.

3.1 Account Creation and Responsibility. In order to access certain Services, you may be required to establish an account on the Platform (an “Account”). Approval of your request to establish an Account is at the sole discretion of Cashli. Each Account and the device authentication for each Account (the “Account ID”) is for your sole use and may only be used by you. You may not use an Account ID of another person with the intent to impersonate that person. You may not distribute or transfer your Account or Account ID or provide a third-party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform through your Account. All transactions completed through your Account or under your Account ID are deemed to have been authorized and completed by you. You shall ensure the security and confidentiality of your Account ID, and must notify Cashli immediately by email at support@cashli.io if any Account or Account ID, or a device associated with same, is lost, stolen, improperly accessed, or otherwise compromised.

3.2 Registration Information. In connection with establishing an Account or accessing or applying for particular Platform features or Services, you will be required to provide certain information about yourself (“Registration Information”). Registration Information may include information about your financial transactions and experiences and other sensitive non-public information, such as your first and last name, email address, bank account and routing number, and other information. You represent, warrant, and agree that: (1) all Registration Information you provide will be complete, accurate, and current; (2) you shall maintain and promptly update your Registration Information to keep it accurate and current; and (3) you have full right, power, and authority to provide such Registration Information to us.

3.3 Third-Party Site Access. Your Registration Information may include information about you that we obtain from third-party websites, applications, and accounts made available to us by you. If you provide us with login or other access credentials to such third-party websites, applications, and accounts, you agree that such credentials also constitute Registration Information, and you authorize us to use such credentials to access Registration Information as your appointed attorney-in-fact and agent for the limited purposes of obtaining and using such information as if you were accessing it personally yourself and providing it to us. By providing us with such credentials for third-party services, you represent and warrant to us that any Registration Information obtained by us through the use of such credentials is true, correct, and complete in all respects. Notwithstanding the foregoing, we are under no obligation to monitor, update, maintain, or review any aspect of your Registration Information and provide no endorsement or guarantee in relation to such information or any third-party websites, applications, or accounts by which you make it available to us, nor are we responsible for changes made in these accounts as a result of permissible actions taken under the Services.

3.4 Dwolla Account. In order to use the payment functionality of the Cashli application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize Cashli to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through Cashli application, and Dwolla account notifications will be sent by Cashli, not Dwolla. Cashli will provide customer support for your Dwolla Account activity, and can be reached at www.cashli.io, support@cashli.io.

3.5 Identity Verification. Cashli may require that you verify your identity before accessing or using certain Services. Promptly following Cashli’s request, you shall provide Cashli all Registration Information and other Content, including your full name and any documents or photographs, necessary for Cashli to verify your identity. You hereby represent, warrant and covenant that such Content is complete, accurate, and current. Cashli reserves the right to freeze your Account until your identity has been verified pursuant to this Section and to terminate your Account should you fail to comply with your obligations under this Section. You authorize Cashli and its agents to make such investigative inquiries and request such third-party reports as it deems necessary to verify your identity.

3.6 Fees. The subscription fee to use the Platform is three dollars and eighty eight cents ($3.88) per month, which is charged to your account within five days of the activation of your subscription and on the same day of each calendar month thereafter (“Payment Due Date”), and debited from the bank account or other payment source that you designate using our secure online portal (“Payment Account”). The subscription fee is for the Platform’s bank-account analytics Services and to pay for the cloud computing expenses of the Platform. The subscription fee is due whether or not you qualify to use any other Services of the Platform. Additional Platform fees, if any, will vary by feature and Service. Except as otherwise provided by law, Platform fees are subject to change without notice at any time and you are responsible for reviewing and understanding applicable fees by reviewing the applicable terms prior to engaging in Platform activity. You are responsible for any and all use, sales, and other taxes imposed on your access

to and use of the Platform.

3.7.1 Waiver of Subscription Fees.

You may avoid subsequent subscription fees by a) disconnecting your bank account from the Platform; b) pausing your Cashli account; or c) closing your Cashli account entirely, through the proper procedure in the app. Note that simply deleting the Cashli app from your device does not pause or close your Cashli account, and you would still be charged subscription fees unless you pause or close your account properly. Pausing or closing your account does not entitle you to any refund of subscription fees already paid. If you do not qualify for additional Services during your first month, Cashli will not refund your subscription fee for that month but will waive the additional fee for your first eligible cash advance if you authorize one within two months.

3.7.2 Consent to Debit.

You authorize us to debit your Payment Account on each Payment Due Date for the then-outstanding total of cumulative unpaid subscription fees charged to your Account. You may also authorize us to debit your Payment Account from time to time to pay for other Services on the Platform or for other amounts due, subject to any Agreements relating to each Service or obligation, but never for more than your Account’s then-outstanding balance. You agree that your use of the Platform and of particular Services or features, all requests to debit your account in relation to them, and all electronic records of such requests constitute proof of debit authorization for all legal purposes. These debit authorizations do not constitute an assignment of wages. Note that if any electronic debit fails for any reason, we may suspend your Cashli account.

3.7.3 How We Handle Electronic Transfers.

You can make electronic payments through ACH. If you authorize an electronic debit and the debit fails, Cashli may suspend your account indefinitely. You agree that any debit authorization you give us includes authorization to debit your Payment Account a second time, but never for more than your outstanding balance.

If we change a term or condition relating to electronic transfers that would (a) increase fees that you pay, (b) increase your potential liability, (c) reduce the eligible types of electronic transfers, or (d) tighten limits on the amount and frequency of transfers, the change only comes into effect 21 days after we notify you in writing. This does not apply if we have to impose a change for security reasons.

3.7.4 Your Obligation in Case of Unauthorized Access or Use.

If someone else could access the Platform through your Account without authorization, such as if your mobile device is lost or stolen, or you have any reason to believe that someone else has used your Account without authorization, you must notify us via email at support@cashli.io. Our business days are from 8 am to 5 pm Central time, Monday to Friday. If you notify us of the potential compromise of your Account within two business days, and someone incurred unauthorized charges by using your Account before we were notified, CFPB Regulation E, 12 C.F.R. § 1005.6(b)(1), limits your liability for unauthorized charges to $50. If you delay notifying us, or you don’t notify us at all, your maximum liability for unauthorized charges may be higher or unlimited. If you see an unauthorized charge on a periodic statement of your Account, notify us as soon as possible. You are responsible for reviewing your periodic statements for unauthorized charges.

3.7.5 Documentation.

We provide records of your electronic payments and other Account activity in the app, which you can find by selecting the “Payment History” tab in the app’s menu bar, or via email. You can also view recent activity by selecting the “Payment History” tab in the app’s menu bar. This display of recent activity constitutes an “interim statement” in the sense of Regulation E.

3.7.6 Stop Payments.

You may stop payment on a preauthorized electronic debit at least three (3) days before the scheduled date of the transfer, by selecting “Payment Settings” in the menu bar of the Cashli app and opting out of "Auto-Pay," or by emailing us at support@cashli.io. Stopping payment does not remove the obligation to pay amounts due.

3.7.7 Error Resolution.

In Case of Errors or Questions About Your Electronic Transfers, email us at support@cashli.io as soon as you can, if you think your statement or confirmation is wrong or if you need more information about a transfer listed on the statement or confirmation. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

(1) Tell us your name and account number (if any).

(2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.

(3) Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

For errors involving new accounts, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error.

We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

3.7 No-Fee Cash Advance. If you are a subscriber, you may request a cash advance, which we may approve or decline at our sole discretion based on our underwriting process, using data analytics from your Payment Account. We presently provide cash advances of up to $150, and we reserve the right to increase or decrease this maximum without advance notice. We do not check your credit record. If we approve the cash advance, the advance will be deposited into your Payment Account via ACH. There are absolutely no fees charged to you for this cash advance. You have the option to pay us a tip, but you are under no obligation to do so and will suffer no penalty for not paying a tip. By requesting a no-fee cash advance, you authorize us to debit your Payment Account for the amount outstanding on or shortly after the day that you will next receive a direct-deposit paycheck into your Payment Account. If you do not repay this cash advance, we will not send the unpaid bill to collections or take you to court, but we will suspend your subscription to the Platform.

3.7.1 Fraud. Cashli has the right to take every permissible action against you if you commit fraud against us, for example by deliberately withdrawing funds from your Payment Account so that our ACH debit will fail, or by blocking or disputing the ACH debit in bad faith. In a case of fraud, we may seek full repayment of funds advanced, all charges incurred due to failed ACH debits, and reasonable legal fees.

3.7.2 Expedited Deposits. Standard ACH deposits typically take 2-to-3 business days to be deposited to your account. You may pay an additional fee for an expedited deposit, using Same-Day ACH, Next-Day ACH, or Instant Payout push-to-debit-card using Stripe. These may settle in as little as 30 minutes, even on weekends or Federal holidays. We may change the schedule of fees in this Agreement at any time, and it is your responsibility to check the current fees before requesting an expedited deposit. The additional fees are as follows:

3.8 Your Content. You are solely responsible for all Content you provide, upload, submit, post to, make available, or generate through access to or use of the Platform including by connecting or communicating with other Users (“Your Content”), whether through an Account or otherwise, including any Registration Information and data about your usage of the Platform (“behavioral data”). Your responsibility for Your Content extends to resolving any disputes that may arise between you and any other User because of Your Content. By providing, uploading, submitting, posting, making available, or generating Your Content, you grant Cashli and its authorized representatives and contractors a perpetual and non-exclusive right and license to use, process, store transmit, and disclose Your Content (a) to provide the Services and fulfill other obligations described in this Agreement and (b) to further develop and provide services for Cashli customers. You agree to allow us, if we elect in our sole discretion, to provide Your Content to third parties in connection with identity verification measures as described above, to activate or validate your access to the Platform, or for other purposes as described in our Privacy Policy. You represent, warrant, and covenant that Your Content: (a) does not violate this Agreement or any applicable law which is now in effect or may hereinafter be enacted; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy or the rights of any third party; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third-party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; and (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or disruptive advertisement. Cashli is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. You agree that you have all right, title, interest and consent in Your Content necessary to allow Cashli to use Your Content for the purposes for which you provide Your Content to Cashli. For more information on rights and obligations relating to Your Content, see our Privacy Policy (“Privacy Policy”).

3.9 Your Conduct. You agree not to harass, advocate harassment, or engage in any conduct that is abusive or harmful to any other person or illegal under applicable law. We reserve the right, but are not obligated, to investigate or prohibit any conduct, or remove or refuse to post any Content (including Your Content) that we deem in our sole discretion to be unlawful; in breach of this Agreement; violative of the rights of others; otherwise offensive to you, the Platform, other Users, any other person, or our rights; or that may be harmful to others, our operations, or reputation. We assume no liability and shall not be liable directly or indirectly for any action or inaction with respect to your conduct, communication, transactions, or Content. Additionally, we may disclose any Content or electronic communication of any kind: (i) to satisfy any law or request by a governmental authority; (ii) if such disclosure is necessary or appropriate to operate the Platform; (iii) to protect our rights or property, our Users and customers, you, or any other person; or (iv) if, in our sole discretion, such Content or electronic communication should be referred to law enforcement or other government authorities. Furthermore, in addition to removing any of Your Content, Cashli reserves the right to suspend or remove you from the Platform as described in Section 6.

3.10 Compliance Verification. Upon the request of Cashli or its designee, you agree to provide to Cashli promptly such information as Cashli may request regarding your installation and use of the Platform and related materials in order to allow Cashli to verify compliance with this Agreement. On request, you agree to create, retain, and provide to Cashli and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that your use of the Platform and related materials is and has been in compliance with this Agreement, including, without limitation, all of Cashli’s applicable licensing and pricing terms, and compliance with Cashli’s IPR (as defined below). You agree to run scripts and tools requested by Cashli and to report the results thereof to Cashli as part of such verification. Upon reasonable notice, Cashli or its designee may verify your compliance with the terms of this Agreement for all environments in which you or anyone acting on your behalf uses or installs the Platform software or related materials. For such verification, you give Cashli access to your equipment, including the right to inspect all copies of the Platform and related materials in your possession or use. Cashli or its designee may use an independent auditor to assist with such verification, provided Cashli has a written confidentiality agreement in place with such auditor that protects your rights under this Agreement and our Privacy Policy.

4. Access.

4.1 To the Platform. Subject to your compliance with this Agreement and satisfaction of associated eligibility criteria, including timely payment of the monthly subscription fee, Cashli permits you to access and use the Platform solely for lawful purposes in accordance with the terms of this Agreement and any other agreement you make with us before being given access to any specific areas of the Platform or particular Services.

4.2 To Content. Unless otherwise noted on the Platform, other than Your Content, all Content available through the Platform (“Platform Content” or “Content”) is owned by Cashli, the Users providing that Content, or Cashli’s other Content providers. Subject to your compliance with this Agreement, you may access the Platform Content solely for your own purposes in connection with your own use of the Platform. You may not, and may not permit any third-party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, convey, lend, loan, lease, license, sublicense, gift, or transfer any Platform Content; or (c) alter, modify, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Except as expressly described in this Agreement or as required by applicable law, Cashli has not verified the accuracy of, and shall not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, Cashli shall not be held liable to you or any other third-party for any Platform Content (or any other Content, including Your Content) under any law which is now in effect or may hereafter be enacted, including the Communications Decency Act (“CDA”), 47 U.S.C. § 230. Except as set forth in this Agreement, you are granted no licenses or rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto.

4.3 To Services. Access to certain features of the Platform or particular Services may require you to agree to meet additional eligibility criteria and to enter into additional terms governing such additional features or Services. In the event of a conflict between the terms of this Agreement and such additional Platform or Service terms, such additional terms shall control to the extent of the conflict.

4.4 To Third-Party Sites. The Platform may contain links to third-party sites that are not under the control of Cashli. This includes the sites of third parties that provide services to Cashli, including Plaid and Dwolla. Unless otherwise noted, any other site or application accessed from the Platform is independent from us, and we have no control over and are not responsible for its content. Links to third-party websites or applications are provided for your convenience only and you access them solely at your own risk. You acknowledge and agree that Cashli shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. Your access and use of the third-party sites and applications are governed by the terms of use and privacy policies of these third-party sites.

4.5 To Third-Party Services. The Platform may also provide you with the option to use certain Platform features which may require you to access services, content, functionality, software, and other things developed, provided, or maintained by third party service providers (collectively, “Third Party Services”). All Third Party Services are provided by third parties and are not under the direction or control of Cashli. You acknowledge and agree that Cashli shall not be liable or responsible, directly or indirectly, for your access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Your use of and access to any Third Party Services is solely between you and the third party provider of the Third Party Services. Your access to and use of any Third Party Services is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services (each, a “Third Party Agreement”). The terms of any Third Party Agreement (which may include payment of additional fees) apply to the applicable Third Party Services provided under that Third Party Agreement but do not otherwise apply to your access to or use of the Platform. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and a Third Party Agreement, the terms of the Third Party Agreement shall control with respect to your access to and use of any Third Party Services provided under that Third Party Agreement to the extent of such conflict. This Agreement will continue to control in all other respects.

5. Termination. This Agreement may be terminated by Cashli at any time, with or without notice to you except as required by applicable law. You may terminate this Agreement by deactivating your account and discontinuing use of the Platform and all associated Services (including deleting any Platform copies or other materials in your possession), provided you also have paid all fees or other amounts owed to Cashli under this Agreement or other agreements. If you have outstanding amounts owed, you may not terminate this Agreement until these are paid. Upon termination of this Agreement for any reason: (1) all rights granted to you under this Agreement shall terminate; (2) you will immediately cease all use of and access to the Platform and all Services, including Your Content and any Platform Content you obtained prior to termination; (3) your outstanding obligations under this Agreement and any Service terms shall survive; and (4) Cashli may, in its sole discretion, delete your Account or Your Content at any time. Sections 3 (Accounts and Conduct), 4 (Access), 5 (Termination), 7 (Platform Technology), 8 (Ownership), 9 (Additional Mobile Application Terms), 10 (Feedback), 12 (Additional Representations and Warranties), 13 (Disclaimers), 14 (Indemnity), 15 (Limitation on Liability), 16 (Data Privacy), 17 (Telecommunications Consent), 18 (Claims of Infringement), 19 (Force Majeure), 20 (Arbitration), 21 (Governing Law and Venue), 22 (Notices), 23 (Interpretation) and 25 (Additional Terms) will survive any expiration or termination of this Agreement, as will any other provisions that give rise to a party’s ongoing obligations. Notwithstanding anything to the contrary elsewhere in this Agreement, Cashli may terminate this Agreement and any of your rights hereunder immediately if it has the right to suspend activity under Section 6 hereof.

6. Suspension. Without limiting Cashli’s right to terminate this Agreement, Cashli may also suspend your access to your Account and the Platform (including Your Content), with or without notice to you, in its sole and absolute discretion, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Cashli to be inappropriate or detrimental to Cashli, the Platform, or any other Cashli customer or User.

7. Platform Technology. The Platform, and the databases, software, hardware, and other technology used by or on behalf of Cashli to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable intellectual property of Cashli and its licensors. You may not, and may not permit any third-party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology, whether directly or indirectly, in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, change, or in any way create derivative works of the Technology; (5) distribute, sell, resell, gift, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third-party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive, determine, or discover the method of operation of the Technology; (7) attempt, whether directly or indirectly, to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere, whether directly or indirectly, with the operation or hosting of the Technology. Cashli uses commercially reasonable means to protect the security of the Platform, but you acknowledge that perfect security on the internet and mobile systems is impossible and that, as a result, Your Content may be exposed in the event of a breach. Cashli cannot be responsible for the performance or maintenance of the computer or mobile device operating systems that you employ, or for bugs, viruses, spyware, and other malware found on your devices. Your operating system requires occasional security patches, updates, and service packs. You should ensure that whenever possible it is set to update automatically and that it is receiving and installing updates and other maintenance releases. We also recommend that you install antivirus software where possible. You are responsible for any internet, mobile, wireless, data, or similar rates and fees that may apply to the hardware, software, and other equipment you use to access the Platform.

8. Ownership. Cashli retains all rights, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself apart from your ability to access the Platform pursuant to this this Agreement including, as applicable, by downloading or installing associated software on a limited, revocable, nonexclusive, nontransferable basis. The Cashli name, logo and all product and service names associated with the Platform are trademarks of Cashli and its licensors and providers and you are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

9. Additional Mobile Application Terms.

9.1 Generally. In instances where the Platform is made available to you via mobile application on a compatible device, you acknowledge that this Agreement is concluded solely between you and Cashli; and Cashli, not Apple, Samsung, Google, or any other App store or download source, is solely responsible for the Platform and the content thereof. “Apple,” “Samsung,” and “Google” are trademarks of the respective third-party owners of such rights. In accordance with all other terms of this Agreement, your authorized use of the Platform and related materials through a mobile application includes the right to store, load, execute and maintain the programs and related materials, in object code only, on one or more partitions on devices approved to download and use the Platform. You acknowledge that Apple, Samsung, Google, or any other application store or download source has no obligation whatsoever to furnish any maintenance and support services and has no warranty obligation with respect to the Platform.

9.2 Apple Devices. For use on Apple devices, your Platform license is limited to a nontransferable license to use the Platform on Apple products that you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service, except that the Platform may be accessed and used by other accounts associated with you via family sharing or volume purchasing. To the maximum extent permitted by applicable law, Apple will have no warranty obligation, consumer protection liability, or responsibility for any intellectual property infringement claim whatsoever with respect to the Platform. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple has the right (and is deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary hereof.

10. Feedback. You agree that any feedback or ideas you provide to Cashli regarding the Platform or its underlying Technology or Service or any suggested improvements thereto (collectively, the “Feedback”) are the exclusive property of Cashli. To the extent you own any rights in the Feedback, you hereby agree to, and hereby do, assign all right, title, and interest in and to the Feedback to Cashli. You agree to perform all acts reasonably requested by Cashli to perfect and enforce such rights.

11. Availability. Cashli will use reasonable efforts to ensure that the Platform can be accessed by you in accordance with this Agreement; however, Cashli does not guarantee that the Platform will be available at all times. Cashli will make reasonable efforts to give you notice of planned maintenance. You accept the risks associated with the fact that you may not always be able to use the Platform or engage in activity using your Account.

12. Additional Representations and Warranties.

12.1 General. You hereby represent and warrant to Cashli that: (a) you have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on your behalf; and (c) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement.

12.2 Compliance with Laws. You acknowledge that the Platform is a general-purpose online service and is not specifically designed to achieve any specific objective you may have or facilitate your compliance with any specific law. Your use of the Platform in compliance with any specific law, rule, or regulation applicable to you, or other data or information you may provide or generate through the Platform is your sole responsibility. Cashli is not responsible for your compliance with any such law or for your failure to comply. Regardless of the jurisdiction in which you use or access the Platform, you represent and warrant to Cashli that your use of and access to the Platform, including, without limitation, Your Content and any other data or information you may provide or generate through your use of or access to the Platform, complies with all applicable laws, rules, and regulations and does not cause Cashli itself to violate any applicable law. The foregoing includes compliance with all laws that are applicable to the transmission of data on the internet, including, but not limited to, laws governing the transmission of data or funds across international boundaries, into prohibited countries, and containing financial, technical, or personally identifiable information. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You represent, warrant and covenant that you shall not make, provide, receive or attempt to use the Platform to make, provide, or receive payments from or to any person or Entity that is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. You acknowledge that the Platform may be subject to restrictions and controls imposed by the United States Export Administration Act (the “Act”) and the regulations thereunder. You agree and certify that neither the Platform nor any direct product thereof is being or will be acquired, shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the Act and the regulations thereunder, or is used will be used for any purposes prohibited by the same.

13. Disclaimers

13.1 No Tax, Legal, Financial, or Investment Advice. You should not interpret any Content provided on the Platform as tax, legal, financial, or investment advice. We have no special relationship with or fiduciary duty to you and your use of the Platform does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting, and other due diligence review on the information posted on the Platform.

13.2 General. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” CASHLI AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, AVAILABILITY, ADEQUACY, OR CURRENCY OF ANY SERVICES OR CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM. CASHLI AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. CASHLI AND ITS PROVIDERS DO NOT WARRANT THE RELIABILITY, ACCURACY, INTEGRITY, SECURITY, COMPLETENESS, ADEQUACY OR CURRENCY OF THE PLATFORM, AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED BY USERS OF THE PLATFORM. NO ORAL OR WRITTEN INFORMATION GIVEN BY THE PLATFORM, CASHLI OR ITS EMPLOYEES, PROVIDERS OR AGENTS SHALL CREATE A WARRANTY OF ANY KIND. CASHLI AND ITS PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE SUITABLE FOR THE INTENDED PURPOSE, OR OPERATE UNINTERRUPTED OR ERROR FREE.

14. Indemnity. You hereby agree to indemnify, defend, and hold harmless Cashli and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) your access to or use of the Platform, whether through an Account or otherwise; (2) Your Content, Registration Information, Account information, or other Content you provide through the Platform; or (3) your breach of any representation, warranty, or other provision of this Agreement. Cashli shall provide you with notice of any such claim or allegation, and Cashli has the right to participate in the defense of any such claim at its expense.

15. Limitation on Liability. CASHLI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, EVEN IF CASHLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. CASHLI’S TOTAL CUMULATIVE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT AND ITS PROVISION OF THE PLATFORM UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES CASHLI ACTUALLY RECEIVED IN CONNECTION WITH YOUR USE OF THE PLATFORM IN THE TWELVE MONTHS PRECEDING THE EVENTS ON WHICH ANY BASIS FOR LIABILITY IS ALLEGED. YOU AGREE THAT CASHLI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CASHLI’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Data Privacy. You expressly consent to the use and disclosure of your personally identifiable information and Your Content as described in our Privacy Policy. Notwithstanding anything in our Privacy Policy, Cashli may collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from your access to and use of the Platform. To the extent any such non-personally identifiable data or information is collected or generated by Cashli, the data and information is solely owned by Cashli and may be used by Cashli for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

17. CONSENT TO ELECTRONIC COMMUNICATIONS

You expressly consent to receiving your documents in an electronic form that complies with the E-SIGN Act instead of on paper, and warrant that your device meets the technical requirements to receive our documents. You may request paper copies of documents by contacting Cashli.

18. Telecommunications Consent. You agree to be contacted by Cashli electronically, on the phone, or otherwise, for purposes related to this Agreement.

19. Claims of Infringement. Cashli respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on Platform without your authorization in a way that constitutes copyright infringement, you may notify us by mail at the address specified in Section 22 (Notices). Please include the following information in your correspondence: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.

20. Force Majeure. Cashli is not responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental authority (including regulation, enforcement, controls or restrictions on any Service), war or national emergency, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control.

21. Arbitration. You understand that this Section (“Arbitration Section”) is a part of the Agreement and it affects your rights. It contains A JURY TRIAL WAIVER and procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. If you are a member of the active military, or a spouse or dependent of a member of the active military, and your Service is subject to the provisions of the Military Lending Act, 10 U.S.C. § 987 and its implementing regulations, 32 C.F.R. § 232.1, et seq., you understand that this

21.1 Arbitration Section does not apply to you.

Arbitration Section. Before asserting a claim in any proceeding, you agree that you shall engage in a good faith attempt to resolve the claim. All claims and disputes arising out of or relating to this Agreement that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Section. The Arbitration Section applies to the both you and us, including your and our respective assigns, representatives and/or agents, as to all matters which arise out of or relate to this Agreement or any resulting transaction or relationship.

21.2 Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Section. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court.

21.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS, Inc., an established alternative dispute resolution provider (“ADR Provider”). If the selected ADR Provider is not available to arbitrate, we shall select an alternative ADR Provider. The rules of the ADR Provider govern all aspects of this arbitration, except to the extent such rules are in conflict with the Agreement or to the extent that application of the Agreement provisions would result in the unenforceability of this Arbitration Section. The JAMS rules governing the arbitration are available online at www.jamsadr.com or by calling JAMS at 1-800-352-5267. Any arbitration hearing will be held in our federal judicial district. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

21.4 Decision of Arbitrator. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

21.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION SECTION MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND ARBITRATION CLAIMS OF MORE THAN ONE BORROWER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER BORROWER.

21.6 Severability. If any part or parts of this Arbitration Section other than the Waiver of Class or Consolidated Actions are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Section shall continue in full force and effect. If the Waiver of Class or Consolidated Actions is found to be unenforceable, then as to the specific dispute in which that ruling of unenforceability was made, this entire Arbitration Section shall be unenforceable.

21.7 Survival of Agreement. This Arbitration Section shall survive the termination of this Agreement.

21.8 Small Claims Court. Notwithstanding the foregoing, you or we may bring an individual action in small claims court.

21.9 Your Right to Opt Out of Arbitration. You may opt out of this Arbitration Section by sending a signed written notice of your election to do so, within thirty (30) days of the date of your entering into this Agreement. Such notice shall be sent to Cashli at Cashli’s address listed below.

22. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York, U.S.A. as such laws apply to contracts between New York residents performed entirely within New York without regard to the choice or conflict of law principles of any jurisdiction. Subject to Section 20 (Arbitration), each party hereto: (a) consents to and waives any objections to personal jurisdiction, service of process, and venue in the federal and state courts located in the State of New York, U.S.A. and (b) agrees that any action arising out of or relating to this Agreement shall be filed and prosecuted only in such courts.

23. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement and any complaints will be provided to Cashli via email at support@cashli.io. Cashli may provide you with any notices required or allowed under this Agreement by contacting you at any email or postal mailing address you provide to Cashli, at any telephone number you provide to Cashli (including by SMS text), or by posting such notice to the Platform. Notices provided to Cashli are deemed given when actually received by Cashli. Notice provided to you is deemed given upon transmission to your email or telephone, upon posting to the Platform, or, in the case of postal mail, upon two (2) business days of transmission. You agree to notify us immediately if there is any change to your email or postal mailing address or telephone number. Such notice will take effect after we have had a reasonable opportunity to process it.

24. Interpretation. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States. To the extent any translated version of this Agreement conflicts with the English language version, the English language version will control. When interpreting this Agreement: (1) any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement; (2) the singular includes the plural, and vice versa; (2) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (3) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement; (4) “law” means any foreign, federal, state or local law (including common law), statute, standard, code, ordinance, rule, regulation, promulgation or any order by any governmental authority; and (5) “governmental authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

25. Modifications. Cashli reserves the right, at any time, to modify the Platform, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to you as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice, unless otherwise required by law. You are deemed to have agreed to any and all modifications through your continued use of the Platform following such notice.

26. Additional Terms. All waivers by Cashli under this Agreement must be in writing or later acknowledged by Cashli in writing. Any waiver or failure by Cashli to enforce any provision of this Agreement on one occasion shall not be deemed a waiver by Cashli of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision shall be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions shall remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement shall be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. You may not assign or transfer either this Agreement or any of your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, gift, or other operation of law) without the prior written approval of Cashli. Any assignment in violation of the foregoing is null and void. Cashli may assign this Agreement to any party that assumes Cashli’s obligations hereunder. The parties hereto are independent contractors, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.