Last updated: June 2017
YOUR USE OF AND ACCESS TO THE SERVICES (AS DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT CLICK “ACCEPT” AND DO NOT USE THE WEBSITE, AND YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
AMONG OTHER MATTERS, THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER
Consent to Use Electronic Signatures and Electronic Communications
“Communications” means any and all agreements, communications, disclosures, notices, records, documents and/or other items that we provide to you, or that you consent or agree to at our request.
“Contacting Us” means emailing us at email@example.com, or texting us at (650) 399-9020.
“Current Version” means a version of any particular software or application that is currently being supported by its publisher.
“Electronic Communications” means any and all Communications that we provide to you in electronic form, and/or any and all Communications that you consent or agree to in electronic form, including but not limited to by means of your Electronic Signature.
“Electronic Media” means the internet, a website, email, messaging services (including SMS and/or any other form of text messaging), software and/or applications (including applications for mobile devices, hand-held devices and/or other devices), and/or any other form of electronic media, whether existing now and/or that may exist in the future.
“Electronic Product or Service” means each and every product and/or service we offer that you apply for, use or access using any Electronic Media.
“Electronic Signature” means any means that is used to indicate your consent and/or agreement by means of any Electronic Media, which may include, but is not limited to, clicking a button or checking a box on or taking any other action to indicate your consent and/or agreement on or in any Electronic Media.
Electronic Signatures and Electronic Communications. Subject to applicable law, you consent and agree:
(b) Electronic Communications. That any and all Communications that we may send or provide to you (even Communications that we may otherwise be required to send or provide you in paper form) shall be in the form of Electronic Communications.
(c) When Deemed Received. Each Electronic Communication will be considered to be received by you at the time that we first attempt to send it to you, or if posted on the internet or on a website, within 24 hours after the time that it is posted.
(d) Printing, Saving and Storing. To print and save and/or electronically store a copy of all Electronic Communications that we send to you.
(e) Updating of Contact Information. To notify us of any change in your email address or your mobile device number or other text message address by Contacting Us.
(f) Withdrawal. That the foregoing consents and agreements will remain in effect unless and until you withdraw them in accordance with these Terms.
(g) That you represent and warrant to us that you have read and understand this Consent to Use Electronic Signatures and Electronic Communications.
Hardware and Software Requirements. In order to access and retain our Electronic Communications, you need to have, and you represent and warrant to us that you do have, and you consent and agree that at all times you will have, all of the following: (1) a valid email address; (2) a computer, laptop, tablet, smartphone or other device that is Internet-enabled and is connected to the internet: (3) a web browser that includes 128-bit encryption, such as a Current Version of Chrome, Internet Explorer, Firefox or Safari, with cookies enabled; (4) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (5) a computer or device and an operating system capable of supporting all of the above; and (6) data storage to electronically save Communications or an installed printer to print them.
Withdrawal of Consent. You may withdraw your consent to receive Electronic Communications by Contacting Us. Such withdrawal will be effective only after we have had a reasonable time period to process such withdrawal, and will not apply to Electronic Communications provided by us to you before the withdrawal of your consent becomes effective. If you withdraw your consent, then, except as may be expressly provided otherwise in these Terms, (a) we will terminate your access to, and your ability to use, the Services, and (b) we will close any account that you may have with us and will return to you any balance that you may have therein.
Changes. We reserve the right, in our sole discretion, (a) to communicate with you in paper form and/or (b) to discontinue to provide you with Electronic Communications, and/or (c) to terminate or change our terms and conditions with respect to Electronic Signatures and Electronic Communications. Subject to any applicable law, we may notify you of any such discontinuance, termination or change by means of Electronic Communications, by updating these Terms on the Website, or by delivering notice by email or text message, or by any other means of Electronic Communications that we may choose in our discretion.
Requesting Paper Copies. You may request a paper copy of any Electronic Communication that we provided to you by Contacting Us. We will mail the paper copy to your mailing address that we have on file. We may charge you a fee of $5.00 for each such paper copy.
Contacting Us Regarding Electronic Signatures and Electronic Communications. Please feel free to request information or ask questions regarding our policy on Electronic Signatures and Electronic Communications by Contacting Us.
Use of Website and Services
By using the Website and Services, you represent and warrant that: (a) any information you submit is truthful and accurate; (b) you have the right and authority to submit or otherwise provide us with any documents for the provision of the Services, including but not limited to any invoices, orders, agreements and other documents related to your affairs and operations (the “Documents“); (c) you are the sole owner and holder of your bank accounts (the “Bank Accounts“) and credit card accounts (collectively, the “Financial Accounts”) in which your financial operations are being managed and with respect to the Services that shall be provided; (d) you have the right and authority to provide us access to the Financial Accounts for the purposes hereof; (e) you will maintain the accuracy of the information detailed in sub-section (a) above and such Documents; (f) you are at least 18 years of age or, if higher, the age of majority in your jurisdiction; (g) your use of the Website or Services does not violate or promote the violation of any applicable law or regulation or any legal or contractual obligation you may have to a third party and you have and will at all times comply with all applicable laws, rules and regulations in connection with your use of the Services and Website, any services arranged through the Services and Website, and any interactions with other Users; (h) you are a U.S. citizen (or a legal U.S. resident); (i) the applicable Financial Accounts are located in the United States; and (j) you (i) have not been the subject of a complaint, investigation, or any other legal action (either by any governmental authority or otherwise) involving fraud or larceny; and (ii) have not been convicted of a crime of any nature, including any felony or misdemeanor of any kind, including without limitation any money laundering offenses.
Subsections (a)-(j) above shall be referred to, jointly, as the “User’s Undertakings and Warranties“.
By using the Website and Services, (1) you agree to provide us with all information and documentation requested by us, such as your name; email address; mobile device number; online credentials for your Financial Accounts; date of birth; last 4 digits of Social Security number; a copy of your government-issued photo ID such as a passport or driver’s license; a copy of a utility bill, bank statement, affidavit or other bill dated within three months of our request, with your name and U.S. street address on it; such other information and documentation that that helps us verify your identity and Financial Accounts information; and/or any other information that we may require from time to time (collectively, “User Information”); and (2) you authorize us to, directly or through a third-party or from the financial institution holding your Financial Accounts or through third-party websites and databases to obtain, verify, and record any User Information.
By using the Services, you understand and agree that the Company may in its sole discretion, but is not required to, verify that any or all of the User’s Undertakings and Warranties are met by any User and you further agree that the Company is not responsible for assuring that the User’s Undertakings and Warranties are met or for any failure to suspend, terminate or prevent the use of the Services and Website by Users who do not meet the User’s Undertakings and Warranties.
You understand that you are solely responsible for making your own evaluations, decisions and assessments about the Documents and their provision to the Company, the Financial Accounts and the provision of access to such Financial Accounts, use of the Services and use of any information provided to you by the Company. If you become aware of any violation or possible violation of the User’s Undertakings and Warranties, you will report it to the Company. If the Company becomes aware of any violation or possible violation of the User’s Undertakings and Warranties (either by reports provided to it by other Users or any other means) by you or any other User, it may suspend and/or terminate your or such User’s membership with or without notice in its sole discretion. If your membership is suspended and/or terminated, you agree not to access the Website and to make no further use of the Services and Website after termination or during the suspension.
Without derogating from the above, the Company expressly disclaims, and you expressly release the Company from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to: (i) any inaccuracy or incompleteness of a User’s representations regarding or non-compliance with the User’s Undertakings and Warranties; and (ii) misstatements and/or misrepresentations made by any Users.
By using the Website and Services you understand and agree that the Services merely offer a platform designated to assist you in better managing personal financial behavior and day-to-day spending. You understand and agree that the Company: (a) may address any third party which is associated with you for the provision of the Services and to receive and/or provide any information related to you for such purpose, unless you specifically asked us to refrain from such action by contacting us at firstname.lastname@example.org in which case this service shall be excluded from the Services upon confirmation of receipt of your request; (b) does not employ, recommend or endorse any User, vendor, supplier, service provider or any other third party, including the third parties referred to in sub-Section (a), which is referred or linked to through the Services (each, a “Third Party“), and has no control over the acts or omissions of any such Third Party; (c) makes no representations or warranties about the identity or other characteristics of any Third Party, the quality, suitability or any other feature of the information or about your interactions or dealings with Third Parties; (d) makes no representations or warranties about the information provided by or obtained from such Third Parties relating to the User; and (e) is not responsible for the performance or conduct of any User or Third Party in any way using or having used the Services and/or Website.
Further, although the Company may from time to time, in its sole discretion, facilitate and make available to you through the Services and/or Website various third-party information-related services, including assessment and/or suitability services, quotes, commercial offers, etc., the Company does not undertake to provide such services or otherwise conduct any kind of checks, and even if providing such services or doing such checks, the Company may cease from doing so at any time in its sole discretion without providing any notice, not in advance nor otherwise, and the Company shall not be responsible for any loss or damage arising from or connected to the performance or nonperformance of such services or checks. For the avoidance of doubt, the Website and Services are providing, in essence, tips, how-to and guidance (“Information“) in respect of ways and methods to enhance and improve financial behavior utilizing several inputs that you shall provide, such as, but not limited to,Financial Accounts information, by providing various recommendations and suggestions to use certain Third Parties through the algorithms operated by the Company.
The Company is not, and shall not be held liable for any Information provided to you. Any Information provided is strictly the Company’s opinion, expressed through its algorithms as such, and you are responsible for examining such Information, assessing it including its suitability for your needs, and deciding whether to use it and to what extent. By using the Services or Website, you acknowledge that you are solely responsible for such use and that all use of the Services and Website is at your sole risk. As such, you should exercise caution, use good judgment, perform your own assessment and do suitability checks before using any Information. The Company expressly disclaims, and you expressly release the Company from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to the Services and Website or your use of the Information or any interaction with Third Parties, including without limitation any acts and/or omissions of Third Parties or any other third party in any way using or having used the Services or Website in any means. By using the Services or Website, you acknowledge that you are solely responsible for such use and that all use of the Services and Website is at your sole risk. The Company reserves the right but has no obligation, to monitor any interactions between you and Third Parties and/or other Users. Further, the Company is not responsible for ensuring that your Bank Accounts have sufficient funds for your needs, purposes, or transactions. Before using the Services, you should consider obtaining additional information and advice from a financial adviser. The Company is neither a financial adviser nor a financial planner. We do not make any representations, warranties, or guarantees of any kind that the Services are appropriate for you. Before using the Services, you should consider obtaining additional information and advice from a financial adviser and/or financial planner and/or tax advisor.
Change User Accounts
By using the Website and/or Services, you automatically authorize us to obtain, directly or indirectly through our third-party service providers, such as but not limited to Plaid, the Application Programming Interface utilized by the Website and Services, and without any time limit or the requirement to pay any fees, information about you and your Financial Accounts from the financial institution holding your Financial Accounts and other third-party websites and databases as necessary to provide the Services to you. For purposes of such authorization, you hereby grant the Company and our third-party service providers a limited power of attorney, and you hereby appoint the Company and our third-party service providers as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for you and in your name, place, and stead, in any and all capacities, to access third-party websites, servers, and documents; retrieve information; and use your User Information, all as described above, with the full power and authority to do and perform each and every act requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.
YOU ACKNOWLEDGE AND AGREE THAT WHEN THE COMPANY OR OUR THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM SUCH THIRD-PARTY WEBSITES, THE COMPANY AND OUR THIRD-PARTY SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY.
You agree that other third parties shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third party account providers accessible through the Services. We may, but are not required and do not undertake, to review and assess information obtained from the financial institution holding your Financial Accounts and other third-party websites and databases for any purpose, including, but not limited to, accuracy, legality, or non-infringement.
You acknowledge and agree that the Company is in the business of providing the Services and that the Company may provide the Services or such services as it shall provide from time to time in accordance with its sole discretion to third parties, including any corporate body or other entity involved in the business or providing services similar to the Services.
Without derogating from the provisions of Section 1 thereof, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the Website and/or Services; (b) use the Website and/or Services in violation of any applicable law or regulation, including but not limited to, post, publish, share or otherwise transfer any illegal or offensive material; (c) copy, modify, or create derivative works of the Website, Services or content of any of the Website or Services; (d) attempt to disable or circumvent any security or access control mechanism of the Website or Services; (e) design or assist in designing cheats, exploits, automation software such as but not limited to spiders, bots, hacks, mods or any other unauthorized third-party software to modify or interfere with the Website or Services; (f) use the Website or Services or engage with other Users or any third parties for any purpose that is in violation of any applicable law or regulation; (g) attempt to gain unauthorized access to the Website or Services, other Change User Accounts, as defined below, or other devices, computer system, phone systems, or networks connected to the Website or Services; and (h) harvest or otherwise collect information about Users without their consent.
Without derogating from the foregoing, if you post, publish, share or otherwise transfer through the Website and/or by using the Services any content or other information, including without limitation by providing the Documents (the “Content“), you represent and warrant that such Content provides an accurate and complete picture of any information or services described therein, complies with these Terms herein, and does not: (a) infringe the intellectual property, moral or publicity rights of any third party; (b) contain any defamatory, libelous, obscene, sexually suggestive or otherwise offensive content (including material promoting or glorifying hate, violence, or bigotry); (c) contain any worms, viruses or otherwise malicious software; (d) violate any applicable law or regulation, including any law or regulation concerning advertising or marketing; (e) attempt to gain control of another Change User Account for any reason; (f) connect any Change User Account that you do not rightfully and lawfully control; (g) impersonate or misrepresent your affiliation with any person or entity; (h) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; and (i) encourage or enable any other individual to do any of the foregoing.
By posting, uploading, publishing, sharing or otherwise transferring any Content using the Website and/or Services, you hereby irrevocably grant the Company and any of its affiliates and/or sublicenses a worldwide, non-exclusive, perpetual, royalty-free license to publish, share, display and otherwise transfer such Content, except when such content concerns the Documents or any financial information, in any reasonable form as shall be in the Company’s sole discretion. The Company reserves the right to remove, suspend access to or permanently delete any Content in accordance with its sole discretion without prior notice, including without limitation any Content that violates the warranties set forth above or the Company’s business interests, you shall have no right or claim in respect of any such decisions and actions and will hold the Company harmless for any damage or loss arising from the above. Without derogating from the foregoing, the Company is not, and shall not be, liable for any Content provided, posted, uploaded, shared or otherwise made available by Users, directly or indirectly, or any interactions engaged by any Users or with Third Parties. Each User using the Website and/or Services hereby represents to take full responsibility in respect thereof, and the Company shall bear no liability with respect to the foregoing.
Change User Account Registration
Users wishing to use the Website and Services must complete a registration process and create a user account (the “Change User Account“). The Change User Account allows the use of the Website and Services, subject to these Terms. To create a Change User Account, User must provide truthful and accurate information and keep such information up-to-date, and select a password. You agree that you will supply accurate and complete information to us in the creation of your Change User Account and the use of the Services, and that you will update such information promptly after it changes. You shall have all responsibility for any inaccuracies in any information you provide to us, or in respect of your failure to keep such information up-to-date. When you complete the registration process, you create a Change User Account. The Company reserves the right for any reason at its sole discretion, (a) to refuse to allow anyone wishing to use the Website or Services to open a Change User Account, or (b) to close any Change User Account. You may not provide false information during the registration process You shall not share your Change User Account or login information with any third party, nor let any third party access your Change User Account, and are responsible for maintaining the confidentiality of the login information for your Change User Account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your Change User Account, even if such activities were not committed by you. The Company will not be liable for any losses or damages incurred by unauthorized use of your Change User Account or password, either to you or to any other User or third party, and you agree to indemnify and hold the Company harmless for any improper or illegal use of your Change User Account, including any Content shared or otherwise made available, unless you have notified the Company via e-mail to email@example.com that your Change User Account has been compromised, that you have modified your login information, have requested the Company to block access to it, and the Company has had a reasonable amount of time to review and act on such notification. Without derogating from the foregoing, we may terminate your use of the Website and/or Services if you let any third party use your Change User Account inappropriately or if you or anyone using your Change User Account violates these Terms.
A Single Financial Account May Not Be Linked to More Than One Change User Account
Your Change User Account may be linked to one or more of your Financial Accounts. However, any single Financial Account of yours may not be linked to more than one Change User Account. Regardless of motive or purpose, or even if the result of a mistake or miscommunication, we will deem any attempt to link a Financial Account to more than one Change User Accounts, whether such attempt is by you alone, or by you and one or more joint owners of such Financial Account, to represent a potential abuse of the Website and Services. In such case, we will not permit you or any such joint owner to open any Change User Account, and we will close each and every Change User Account that has been opened by you or by any such joint owner. If you believe that we have made an error in this regard, please feel free to contact us at firstname.lastname@example.org.
The Company may from time to time provide automatic alerts. Automatic alerts may be sent to you following certain changes made online to your User profile or Financial Accounts. Electronic automatic alerts will be sent to the email address or mobile number you have provided during your registration process. If your email address or mobile number changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your password. However, alerts may include your username and some information about your Financial Accounts.
The Company is the owner of all worldwide rights, titles and interests in: (a) the Website and Services, and all content therein and related documentation and all enhancements, derivatives, bug fixes or improvements to the Website and Services; and (b) trade names, trademarks, and logos of the Company, and shall at all times remain solely with the Company. All references in these Terms or any other communications to the sale, resale or purchase of the foregoing shall mean only the right to use the Website and Services pursuant to these Terms. Users bear sole liability for any and all Content, including any intellectual property rights thereof, provided, shared or otherwise made available by the Users using the Website and/or the Services, and the Company makes no representation with respect to any such Content. The Company will not be liable for any losses or damages incurred by such Content, and Users agree to indemnify and hold the Company harmless for any damage or loss arising from the above.
The Website and Services are for the use of individual Users only and may not be used in connection with any commercial endeavors without the express written consent of the Company. The Website and Services may not be used by any person or organization to recruit for another website, solicit, advertise, or contact in any form Users for employment, contracting, or any other purpose for a business not affiliated with the Company without express written permission from the Company. User agrees not to use any Content in order to contact, advertise, solicit, or sell to any other User without their express consent.
Support & Feedback
Users may contact the Company with regard to support for the Website and Services by sending an email to email@example.com.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback“). You can submit Feedback by emailing us firstname.lastname@example.org. You grant to us a nonexclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
The Company makes reasonable efforts to ensure that its technology keeps the Website and Services safe and secure. However, no technology is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security. Except as expressly set forth herein, your use of the Website and Services is at your sole discretion and risk. The Website and Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. The Company expressly disclaims all implied or statutory warranties of any kind relating to the Website and Services, including without limitation the warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing or course of performance. The Company does not give any advice regarding the risk or suitability of any trade, transaction, engagement or other interaction. The Company assumes no responsibility for any transaction, engagement or other interactions made by you and you acknowledge that you are solely responsible for the assessment of your transactions, engagements and other interactions. You shall not hold the Company or any of its officers, directors, shareholders, advisors, employees, agents, anyone acting on Company’s behalf or its affiliates liable for any transaction, engagement and other interaction-related choices made by you. No advice or information, whether oral or written, obtained by you from the Company, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
Limitation of Liability
The Company does not guarantee the value, quality, compatibility or any other feature of any Content and Information, as well as any characteristics of the Users (hereinafter in this Section: the “Features“). Any Content, Information or Features are in the sole responsibility of the User using the Features or Information or posting, uploading, sharing or otherwise making available such Content on the Website or by using the Services. While each User must comply with these Terms and non-complying may result in termination of the Change User Account, use of the Website or Services, the Company does not undertake to monitor such compliance and may act where non-compliance is detected as shall be decided in accordance with its sole discretion, as described in these Terms.
The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Website or Services or combination thereof, including any injury or damage to Users or to any person’s computer, mobile phone or any other device related to or resulting from participation or downloading materials in connection with the Website or Services. Under no circumstances shall the Company be responsible for the conduct of third parties, including any Users, whether online or offline, and operators of external sites.
In no event shall the Company or any of its officers, directors, shareholders, advisors, employees, agents, anyone acting on Company’s behalf or affiliates be liable to you for any indirect, incidental, special, punitive, or consequential damages, arising out of or in connection with your use of the Website or Services, whether or not the damages are foreseeable and whether or not the Company has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
User shall defend, indemnify and hold the Company harmless from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which the Company may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by the User or any use by the User of the Website or Services not in accordance with applicable law.
Governing Law; Disputes; Arbitration; Injunctive Relief, No Class Actions
These Terms shall be governed by the internal laws of the State of New York with regard neither to conflicts of law principles nor to the choice of law principles. Any dispute with Change, or its officers, directors, shareholders, advisors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively through arbitration as set forth in the Section below, except with respect to potential imminent harm to Change requiring temporary or preliminary injunctive relief, in which case Change may seek such relief in any court with jurisdiction over the parties.
Any claim against Change must be brought within one (1) year of the date such claim arose.
These provisions will survive the termination of your relationship with Change.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
You agree that if Change does not exercise or enforce any legal right or remedy which is contained in these Terms, this will not be taken to be a formal waiver of Change’s rights and that those rights or remedies will still be available to Change.
All covenants, agreements, representations, and warranties made in these Terms shall survive your acceptance of these Terms and the termination of these Terms.
These Terms and Conditions represent the entire understanding and agreement between you and Change regarding the subject matter of the same, and supersede all other previous agreements.
Any notices that we may be required to provide to you, whether under law or according to these Terms, may be provided by the Company to any contact information you have provided in your Change User Account information or other, either directly or indirectly, including through email. You expressly agree to the receipt of such communications and notices in such manner.
You may not assign any rights hereunder without our prior written consent. Change may assign its rights or obligations pursuant to these Terms. Nothing contained in these Terms shall be construed to limit the actions or remedies available to the Company with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and the Company reserves the right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.