Last updated: November 29, 2023
Welcome, and thank you for your interest in Meow Technologies, Inc. (“MTI,” “we,” or “us”) and our website at www.meow.co, along with our related websites, hosted applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and MTI regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE
, MTI'S DATA PROCESSING AGREEMENT AT https://meow.co/dpa
(TOGETHER, THESE “TERMS
”) AND THE APPLICABLE TERMS OF BANKS WHO PROVIDE A PORTION OF THE MEOW SERVICES IDENTIFIED IN SECTION 7.2 BELOW. If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR AGREEMENT TO THESE TERMS AS EVIDENCED BY YOUR CLICKING “I AGREE” AND USING THE SERVICE, AND MTI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MTI AND BY YOU TO BE BOUND BY THESE TERMS.
YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF MTI AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE TEXTS/CALLS TO ALLOW YOU TO ACCESS THE SERVICE, TO ALLOW US TO OPERATE THE SERVICE, AND/OR FOR PROMOTIONAL PURPOSES. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MTI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. MTI Service Overview
MTI is pleased to offer a platform through which you can access our financial services offerings, including the ability to open accounts and process certain financial transactions through our partner banks (“Banks”), open and access brokerage accounts, view certain financial data related to your company, and access other features and services that we may make available from time to time.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration
We identify customers that wish to open accounts on the Service, including accounts with our third party partners. Identification ensures we and our third party partners remain in compliance with applicable information reporting requirements in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer the Service to our clients. As part of the identification process, you must register for an account with MTI. When you register for an account with MTI, you may be required to provide us with some information about yourself and/or your company, such as your name, social security number, email address, phone number, company address, company EIN, or other contact information (the “Account Information
”). You hereby grant MTI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use your Account Information and to provide the Account Information to partner Banks and our third party service providers as necessary to provide the Service. We also may obtain personal information from third parties in order to verify your identity, or to prevent fraud. You hereby authorize us, partner Banks, or a third-party service provider that we designate, to take any measures that we consider necessary to confirm the personal information you provide, verify and authenticate your personal information, and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in registering your MTI account, and that you may not be authorized to access or use your MTI account until your registration has been successfully completed. As part of our legal compliance program, moreover, we will monitor your MTI account and your use of the Service, and review your personal information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional personal information as a condition to your continued access to and use of your MTI account. During such time, your access to and use of your MTI account may be temporarily restricted. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your MTI account is no longer secure, then you should immediately notify us at firstname.lastname@example.org
. You acknowledge that MTI is not a bank or financial institution and is not itself insured by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Share Insurance Fund (NCUSIF). Any banking services offered through our Service are provided through our partner Banks, financial institutions and other third-party service providers. Any funds that you deposit through the Service are held in an account for you at our applicable partner Bank. Additional banking terms are set forth below
4. General Payment Terms
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
4.1 Price; Interest Rates
MTI reserves the right to determine pricing and fees for the Service and its features. MTI will make reasonable efforts to keep pricing and fee-related information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing and fee-related information. MTI may change the pricing and fees for any feature of the Service, including additional fees or charges, if MTI gives you advance notice of changes before they apply. MTI, at its sole discretion, may make promotional offers with different features and different pricing to any of MTI’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. If you select a Service product that includes payment of interest to you from funds on deposit in an account with one of our partner Banks, you acknowledge and agree that the partner Bank and MTI establish the interest rate for such product which will be set forth on our rate sheet at https://www.meow.co/rate-sheets or otherwise communicated to you in writing, and MTI, partner Bank, and Administrators (defined in Section 7.2 below) may earn fees on certain deposits.
If applicable, you authorize MTI to charge all sums or collect all fees for the transactions that you make on the Service as described in these Terms or published by MTI, including all applicable taxes, to the payment method specified in your MTI account. If you pay any fees with a credit card, then MTI may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.3 Delinquent Accounts. MTI may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5.1 Limited License
Subject to your complete and ongoing compliance with these Terms, MTI grants you, solely for your personal use (and not for any commercialization of the Service by you), a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
5.2 License Restrictions
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (Feedback), then you hereby grant MTI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
6. Ownership; Proprietary Rights
The Service is owned and operated by MTI, but all regulated financial services are provided by partner Banks or other regulated third party partners. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by MTI (Materials) are protected by intellectual property and other laws. All Materials included in the Service are the property of MTI or its third-party partners (including partner Banks) or third-party licensors. Except as expressly authorized by MTI, you may not make use of the Materials. There are no implied licenses in these Terms and MTI reserves all rights to the Materials not granted expressly in these Terms.
7. Third-Party Terms (Including Partner Bank Terms)
7.2 Partner Banks. When you open an account with MTI, and you select a deposit/checking account product under the Service, you understand and agree that a deposit account will be opened at the applicable partner Bank used by MTI from time to time.
You understand and acknowledge that you may deposit funds to a deposit/checking account at the applicable partner Bank under the Service by methods allowed by the applicable partner Bank and that any funds you deposit are not held by MTI but are deposited directly to the applicable Bank and are held in an account at that partner Bank for you.
Please be advised that, unless otherwise described below, the maximum amount of Federal Deposit Insurance Corporation (“FDIC”) insurance coverage for funds on deposit in your account at a partner Bank is the then current standard maximum deposit insurance amount, which is currently $250,000, per legal category of account ownership at the applicable partner Bank (“SMDIA”).
You are also acknowledging that you have reviewed and hereby agree to the separate account and services terms with the applicable Bank as set forth in this Section 7.2. Each partner Bank is a third-party beneficiary to these Terms solely for purposes of enforcing their respective account, service and program terms listed below. The terms for our current deposit/checking account types and Banks are linked below:
a. Third Coast Bank, SSB (“Third Coast Bank”)
The following terms under this Section 7.2(a) apply where Third Coast Bank, SSB is the partner Bank:
(ii) Third Coast Bank High-Interest Checking + Deposit Placement Service Account:
If you wish to obtain higher levels of FDIC insurance coverage on your funds placed in the deposit account at Third Coast Bank your relationship with MTI, you can opt-in to participate in the High-Interest Checking + Deposit Placement Service Account. Under this High-Interest Checking + Deposit Placement Service Account option, your funds are placed into the Third Coast Bank Deposit Placement Program (“TCB Program”) and transferred from your deposit account at the applicable partner Bank to accounts at one or more other FDIC-insured or National Credit Union Share Insurance Fund (“NCUSIF”)-insured credit unions, in order to provide expanded levels of FDIC or NCUSIF insurance coverage on your funds. Your funds are protected with up to $50 Million in FDIC insurance through the sweep network of Third Coast Bank, such amount subject to change at any time. You are also acknowledging that you have reviewed and hereby agree to the separate account and Third Coast Bank Deposit Placement Program Customer Terms and Conditions (“TCB Program Terms”) with the applicable Bank as set forth in this Section 7.2(a)(ii).
The High-Interest Checking + Deposit Placement Service Account is subject to Third Coast Bank Business Deposit Account terms set forth in Section 7.2(a)(i) above, and is also subject to the TCB Program Terms available here:meow.co/documents/tcb-program-customer-terms-and-conditions.pdf. Please review the TCB Program Terms carefully as these contain material legal and risk disclosures and additional terms and conditions regarding your participation in the TCB Program. MTI partners with Third Coast Bank to make the TCB Program available to you. You may not opt-in to the High-Interest Checking + Deposit Placement Service Account if you operate a business relating to crypto-assets or cryptocurrency, which includes operating a cryptocurrency exchange or hosting a cryptocurrency wallet, and you hereby represent and warrant that you do not and will not at any time during the period your funds are held in the TCB Program.
The TCB Program is offered to you by MTI and Third Coast Bank and is administered by a third party service provider (“Administrator”). Third Coast Bank is a participating institution in the TCB Program. The Administrator provides administrative and recordkeeping services to MTI and Third Coast Bank with respect to the TCB Program, and acts as Third Coast Bank’s agent with respect to the TCB Program. The Administrator’s services are provided to MTI and Third Coast Bank under, and subject to, written agreements entered into with MTI and Third Coast Bank, and no representations or warranties, express or implied, are provided by the Administrator or any of its affiliates, except as expressly set forth in those written agreements. Limits apply and customer eligibility criteria may apply.
By participating in the TCB Program, you appoint Third Coast Bank as your agent for purposes of the TCB Program, including to establish and maintain accounts at Third Coast Bank Program Receiving Institutions (as defined below) and to transfer all or any of the funds in your account at Third Coast Bank to deposits account at one or more insured depository institutions at which deposits are insured by the FDIC up to the SMDIA limit (a “Bank Receiving Institution”), or a share account at a credit union at which share accounts are insured by the NCUSIF (administered by the National Credit Union Administration (“NCUA”)) up to the NCUSIF insurance limit of, currently, $250,000 (a “Credit Union Receiving Institution”; together with a Bank Receiving Institution, a “TCB Program Receiving Institution”). A share account, which is offered by credit unions, is similar to a deposit account, which is offered by insured depository institutions; however, there are important differences between share accounts and deposit accounts, some of which are described in these Terms and in the TCB Program Terms.
There are important differences between FDIC deposit insurance and NCUA share insurance. Unlike the FDIC, which insures accrued interest on deposits within applicable limits, the NCUA is not required to insure accrued dividends unless they have been posted to a share account. You should assume that such accrued dividends will not be insured by the NCUA. Please refer to the separate TCB Program Terms for more information about these differences.
Although funds are placed at TCB Program Receiving Institutions in amounts that do not exceed the FDIC standard maximum deposit insurance amount, or the maximum NCUSIF limit, your balances at Third Coast Bank (the relationship financial institution that places your funds into the TCB Program) may exceed the SMDIA or the maximum NCUSIF limit (e.g., before TCB Program settlement for a deposit or after TCB Program settlement for a withdrawal). As stated in the TCB Program Terms, you are responsible for making any necessary arrangements to protect such balances consistent with applicable law. If you hold any funds at a TCB Program Receiving Institution outside the TCB Program Receiving Institution through the TCB Program (including any other balances you may hold at that TCB Program Receiving Institution directly or indirectly through other intermediaries, including broker-dealers), the total amount of your deposits at that TCB Program Receiving Institution could exceed the SMDIA or the maximum NCUSIF limit for an ownership capacity or category, and those excess funds will not be FDIC or NCUSIF insured. Under the TCB Program, Third Coast Bank (as a participating institution in the TCB Program) or you can opt-out of placing funds at a particular bank or credit union.
If you are otherwise subject to restrictions or requirements on placement of your funds, you are solely responsible for determining whether your use of the TCB Program satisfies those restrictions or requirements. You may opt-out of placing funds at a particular bank or credit union by selecting the “Opt Out” option next to a particular TCB Program Receiving Institution's name via the Service within the online MTI dashboard.
FDIC Disclosure: Click here for a list of the banks and savings associations with which MTI and Third Coast Bank has a direct or indirect business relationship for the placement of deposits under the TCB Program, and into which you may place deposits (subject to these Terms and the TCB Program’s Terms and any opt-outs by you).
FDIC insurance coverage and NCUSIF insurance coverage is only available to protect a depositor against the failure of a participating FDIC or NCUSIF insured TCB Program Receiving Institution that holds the depositor’s or member’s funds (and not to protect against the failure of any other party, including MTI or the Administrator of the TCB Program). The TCB Program is primarily designed to provide administrative convenience for participating institutions, such as Third Coast Bank, to offer expanded insurance on customer funds, and is not designed to provide customers with investment enhancements, higher rates of returns or profits on their funds. As previously stated, MTI partners with Third Coast Bank to make the TCB Program available to you. You acknowledge and agree that upon termination of the relationship between MTI, Third Coast Bank and the Administrator of the TCB Program, your funds will be withdrawn from the TCB Program and will be returned to your Third Coast Bank Basic High-Interest Checking Account. Your deposits will no longer be FDIC insured at TCB Program Receiving Institutions and your deposits will only be insured up to the SMDIA limits at Third Coast Bank.
(iii) You agree and acknowledge that MTI is acting as your agent with respect to the TCB Program, including (i) transmitting your agreement to the TCB Program Terms to Third Coast Bank; (ii) transmitting any deposit or withdrawal instructions to Third Coast Bank regarding placement of your deposits into the TCB Program or withdrawal of your deposits from the TCB Program, and, in turn, for Third Coast Bank to transmit those instructions to the Administrator and to transmit those funds to the TCB Program Receiving Institutions.
b. Grasshopper Bank
(ii) By opening a Maximum Checking account through the Service and if you choose to receive banking services provided by Grasshopper Bank, N.A, you deposit your funds into a deposit account at Grasshopper Bank, N.A. which sweeps those funds into deposit accounts across a network of FDIC-insured banks, for up to the current SMDIA of $250,000 per eligible depositor, per destination institution, for each ownership capacity or category, subject to applicable terms and conditions, including Grasshopper's ICS Deposit Placement Agreement. Grasshopper Bank may use the services of IntraFi or another Administrator for deposit placement or other services. Please review the Grasshopper ICS Deposit Placement Agreement https://app.meow.co/grasshopper-bank-ics-deposit-placement-agreement.pdf carefully as it contains material legal and risk statements regarding additional services applicable to the Grasshopper Bank High-Interest Checking Account. Grasshopper Bank may use the services of other third parties from time to time, in which case we or Grasshopper Bank will provide any additional terms applicable to such services. Your continued use of the High-Interest Checking Account is contingent upon your agreement to such additional terms from time to time. Your funds are protected with up to $125 million in FDIC insurance through the sweep network of Grasshopper Bank, N.A., such amount subject to change at any time. Interest rates and yields are effective as per the date on the applicable rate sheet (available here) and are subject to change without notice. Refer to the applicable rate sheet for additional information.
(iii) All of your deposits at a destination institution in the same insurable capacity (whether you are acting directly or through an intermediary) will be aggregated for the SMDIA. If you hold additional funds at a destination institution, the total amount of your deposits at that destination institution could exceed the SMDIA for an ownership capacity or category, and those excess funds will not be FDIC-insured.
(ii) By opening a Maximum Checking account through the Service and if you choose to receive banking services provided by FirstBank, a Tennessee corporation, you deposit your funds into a deposit account at FirstBank, which sweeps those funds into deposit accounts across a network of FDIC-insured banks, for up to the current SMDIA of $250,000 per eligible depositor, per destination institution, for each ownership capacity or category, subject to applicable terms and conditions, including FirstBank's ICS Deposit Placement Agreement. FirstBank uses a third-party vendor and agent to help administer this sweep process. Visit IntraFi for a list of the banks and savings associations with which FirstBank has a business relationship for the placement of deposits at destination institutions, and into which your deposits may be placed (subject to applicable terms with you, and any opt-outs by FirstBank or you). Your funds are protected with up to $125 million in FDIC insurance through the sweep network of FirstBank, such amount subject to change at any time. Interest rates and yields are effective as per the date on the applicable rate sheet (available here) and are subject to change without notice. Refer to the applicable rate sheet for additional information. See our Account Agreements (as defined below) and other applicable terms.
(iii) All of your deposits at a destination institution in the same insurable capacity (whether you are acting directly or through an intermediary) will be aggregated for the SMDIA. If you hold additional funds at a destination institution, the total amount of your deposits at that destination institution could exceed the SMDIA for an ownership capacity or category, and those excess funds will not be FDIC-insured.
d. If you obtain a product from a Bank that pays interest on your funds, information regarding the interest rates on your account type can be found here: https://www.meow.co/rate-sheets
e. If you require customer service support regarding a product provided through an MTI partner Bank, please contact: email@example.com.
7.3 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
8.1 Text Messaging, Phone Calls, & Other Messaging. You agree that MTI and those acting on our behalf may call, send you text (SMS) messages at the phone number you provide us, and message you through other applications which you may separately consent to through the Service. These calls and messages may include operational calls or messages about your use of the Service or that otherwise help us to provide the Service. Calls and text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF TEXT MESSAGES FROM MTI, YOU CAN EMAIL TEAM@MEOW.CO OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.
8.2 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
9. Prohibited Content
BY USING THE SERVICE, YOU AGREE NOT TO:
9.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
9.2 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
9.3 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by MTI;
9.4 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
9.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) collecting personal information about another user or third party without consent; or (iii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
9.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
9.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
9.8 attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
10. Modification of Terms
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions (such as a material increase in fees, a material increase of liability for users, material changes to the types of electronic fund transfers available on the Service, or materially stricter limitations on the frequency or dollar amount of transfers), will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
11. Term, Termination, and Modification of the Service
11.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 11.2.
. If you violate any provision of these Terms (including our third-party partner Bank and other third-party partner and service provider terms which have been provided to you), then your authorization to access the Service and these Terms automatically terminate. In addition, MTI may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at firstname.lastname@example.org
11.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay MTI any unpaid amount that was due prior to termination; (d) any funds remaining in your account will be handled in accordance with applicable federal and state laws or in accordance with our partner Bank and other third-party partner and service provider terms which have been provided to you; and (e) all payment obligations accrued prior to termination and Sections 5.3, 6, 7, 11.3, 12, 13, 14, 15, and 16 will survive. You are solely responsible for retaining copies of any information you provide to the Service since upon termination of your account, you may lose access rights to any information you provided to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
11.4 Modification of Service. MTI reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. MTI will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any information you provide to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to information you provided to the Service.
12 Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify MTI, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “MTI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. With respect to indemnity with regard to our partner Bank and other third-party partners and service providers, the applicable indemnity provisions shall be those contained in the third-party terms incorporated by reference into these Terms.
13. Disclaimers; No Warranties by MTI
13.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MTI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MTI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MTI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
13.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MTI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MTI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT A LAWYER, A LAW FIRM, AN INVESTMENT MANAGER, AN ACCOUNTANT, OR AN INVESTMENT ADVISOR, AND NOTHING ON THE SERVICE IS INTENDED TO CONSTITUTE LEGAL, TAX, OR INVESTMENT ADVICE. THE PAST PERFORMANCE OF ANY PRODUCT, INVESTMENT, LOAN, SECURITY, PARTNERSHIP INTEREST, COMMODITY, OR FINANCIAL INSTRUMENT IS NOT A GUIDE TO FUTURE PERFORMANCE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE OF ANY INVESTMENT, ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
13.3 INFORMATION PROVIDED ON OR THROUGH THE SERVICE IS ILLUSTRATIVE OR FOR EDUCATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT, LEGAL OR TAX ADVICE, OR AN OFFER TO BUY, SELL OR HOLD ANY SECURITY. THE INFORMATION IS AS OF THE DATE INDICATED AND MAY CHANGE AT ANY TIME WITHOUT NOTICE. FORECASTS OR PROJECTIONS OF INVESTMENT OUTCOMES ARE ESTIMATES ONLY AND AS SUCH THEY ARE IMPRECISE AND HYPOTHETICAL IN NATURE, DO NOT REFLECT ACTUAL INVESTMENT RESULTS, AND ARE NOT GUARANTEES OF FUTURE INVESTMENT RESULTS. MTI IS NOT AN INVESTMENT ADVISER. ALL INVESTMENT ADVISORY SERVICES ARE PROVIDED BY MEOW ADVISORY, LLC (“MEOW ADVISORY”), AN SEC-REGISTERED INVESTMENT ADVISER. INVESTING INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL, AND THERE IS NO ASSURANCE THAT THE INVESTMENT WILL PROVIDE POSITIVE PERFORMANCE OVER ANY PERIOD OF TIME.
13.4 MTI IS NOT A MONEY SERVICES BUSINESS OR REQUIRED TO REGISTER WITH THE U.S. DEPARTMENT OF THE TREASURY’S FINANCIAL CRIMES ENFORCEMENT NETWORK (“FINCEN”), AND IS NOT ENGAGED IN THE TRANSMISSION OF MONEY OR A MONEY TRANSMITTER, AS DEFINED BY FINCEN AND OTHER STATE REGULATORY AUTHORITIES. REGARDLESS, MTI IS DEDICATED TO PROHIBITING AND ACTIVELY PREVENTING MONEY LAUNDERING AND ANY ACTIVITY THAT FACILITATES MONEY LAUNDERING OR THE FUNDING OF TERRORIST OR CRIMINAL ACTIVITIES BY OBSERVING REQUIREMENTS IMPOSED ON FINANCIAL INSTITUTIONS UNDER THE BANK SECRECY ACT AND ITS IMPLEMENTING REGULATIONS. MTI, MOREOVER, IDENTIFIES CUSTOMERS THAT WISH TO OPEN ACCOUNTS ON THE SERVICE, PERFORMING DILIGENCE CONSISTENT WITH WHAT IS REQUIRED OF FINANCIAL INSTITUTIONS. TO THAT END, MTI COLLECTS CERTAIN INFORMATION REGARDING ITS CUSTOMERS AND THEIR OPERATIONS PURSUANT TO ITS INTERNAL PROCEDURES, POLICIES, AND PROGRAMS. YOUR ACCESS TO AND USE OF THE SERVICE IS SUBJECT TO MTI’S COMPLIANCE POLICIES AND PROGRAMS. MTI IS LICENSED TO DO BUSINESS IN CERTAIN STATES. MTI, MOREOVER, PARTNERS WITH OTHER BUSINESSES, INCLUDING BANKS, THAT ARE LICENSED TO ENGAGE IN MONEY TRANSMISSION AND LEND MONEY. PROVISION OF BANK ACCOUNT SERVICES BY OUR BANKS MEANS THAT ANY FUNDS YOU DEPOSIT THROUGH THE SERVICE ARE DEPOSITED DIRECTLY WITH THE APPLICABLE BANK AND ARE HELD IN AN ACCOUNT AT THAT BANK FOR YOU. ADDITIONAL BANKING TERMS ARE SET FORTH ABOVE. MTI’S LICENSES, IF ANY, AND THE LICENSES MAINTAINED BY BANKS MAY IMPACT OUR PROVISION AND YOUR USE OF CERTAIN PARTS OF THE SERVICE, DEPENDING ON WHERE YOU LIVE. MTI SEEKS TO ADHERE TO ALL RELEVANT, APPLICABLE LAWS, REGULATIONS, AND RULES OF FEDERAL AND STATE GOVERNMENTAL AND REGULATORY AUTHORITIES (COLLECTIVELY, “APPLICABLE LAWS”). COMPLIANCE WITH APPLICABLE LAWS MAY INCLUDE COMPLIANCE WITH ANY GUIDANCE OR DIRECTION OF ANY REGULATORY AUTHORITY OR GOVERNMENT AGENCY, ANY WRIT OF ATTACHMENT, LIEN, LEVY, SUBPOENA, WARRANT, OR OTHER LEGAL ORDER (COLLECTIVELY, “LEGAL ORDERS”). YOU UNDERSTAND AND ACKNOWLEDGE THAT IN NO EVENT WILL MTI OR A PARTNER BANK BE OBLIGATED TO EFFECT ANY TRANSACTION IT BELIEVES WOULD VIOLATE ANY APPLICABLE LAW OR THAT IT OR A PARTNER BANK BELIEVES TO BE FRAUDULENT OR UNAUTHORIZED. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT MTI IS NOT RESPONSIBLE FOR ANY LOSSES, WHETHER DIRECT OR INDIRECT, THAT YOU MAY INCUR AS A RESULT OF MTI’S GOOD FAITH EFFORTS TO COMPLY WITH ANY APPLICABLE LAW, INCLUDING ANY LEGAL ORDER.
13.5 APPLICABLE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS REGARDING OUR PARTNER BANKS AND OTHER THIRD-PARTY PARTNERS AND SERVICE PROVIDERS ARE SET FORTH IN THE THIRD-PARTY TERMS WHICH HAVE BEEN PROVIDED TO YOU. MTI RECEIVES COMPENSATION FROM OUR PARTNER BANKS FOR PROMOTING THE PARTNER BANKS ACCOUNT SERVICES.
13.6 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MTI does not disclaim any warranty or other right that MTI is prohibited from disclaiming under applicable law.
14. Limitation of Liability
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MTI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MTI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
14.2 EXCEPT AS PROVIDED IN SECTIONS 15.5 AND 15.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MTI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MTI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
14.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.4 PROVISIONS REGARDING LIMITATIONS OF LIABILITY REGARDING OUR PARTNER BANKS AND OTHER THIRD-PARTY PARTNERS AND SERVICE PROVIDERS ARE SET FORTH IN THE THIRD-PARTY TERMS WHICH HAVE BEEN PROVIDED TO YOU.
15. Dispute Resolution and Arbitration
15.1 Generally. Except as described in SECTIONS 15.2 and 15.3, you and MTI agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MTI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
15.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
15.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 within 30 days after the date that you agree to these Terms by sending a letter to meow Technologies, Inc., Attention: Legal Department – Arbitration Opt-Out, 1504 Bay Rd Apt 2503 Miami Beach, FL, 33139, that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once MTI receives your Opt-Out Notice, this Section 15 will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
15.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting MTI.
15.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). MTI’s address for Notice of Arbitration is: meow Technologies, Inc., 1504 Bay Rd Apt 2503 Miami Beach, FL, 33139. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or MTI may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, MTI will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if MTI has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
15.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or MTI must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
15.7 Arbitration Relief. Except as provided in Section 15.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by MTI before an arbitrator was selected, MTI will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
15.8 No Class Actions. YOU AND MTI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and MTI agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
15.9 Modifications to this Arbitration Provision. If MTI makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to MTI’s address for Notice of Arbitration, in which case your account with MTI will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
15.10 Enforceability. If Section 15.8 or the entirety of this Section 15 is found to be unenforceable, or if MTI receives an Opt-Out Notice from you, then the entirety of this Section 15 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.
16.2 Governing Law. These Terms are governed by the laws of the State of Florida without regard to conflict of law principles. You and MTI submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami-Dade County, Florida for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Florida, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16.4 Data Processing Agreement. Please read the MTI Data Processing Agreement at meow.co/dpa (the “Data Processing Agreement”) carefully for information relating to our processing of personal information. The MTI Data Processing Agreement is incorporated by this reference into, and made a part of, these Terms.
16.5 Additional Terms. YoYour use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
16.7 Contact Information. The Service is offered by meow Technologies, Inc., located at 1504 Bay Rd Apt 2503 Miami Beach, FL, 33139. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
16.8 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
16.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.