Terms of Use

TERMS OF USE
IMPORTANT: PLEASE READ THESE TERMS OF USE CAREFULLY. DOWNLOADING, INSTALLING, OR USING URGE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE SERVICE PROVIDED BY URGE.

Date Last Revised: August 9, 2011
These Terms of Use (the "Agreement") set forth the terms and conditions that apply to your access and use of the iPhone application UrgeTM ("Urge"), as owned by Tradeoff, LLC, a Tennessee limited liability company (collectively referred to as "Tradeoff" or "we" or "us") and is a legal agreement between you and Tradeoff. By using the services, features and functionality provided by Urge (the "Service") or by downloading or installing Urge, you agree to be bound by the terms and conditions of this Agreement, as it may be amended from time to time in the future. If you accept this Agreement, you represent that you have the capacity to be bound by it.
NEITHER TRADEOFF NOR THE SERVICE IS INTENDED TO PROVIDE FINANCIAL ADVICE. The Service is intended only to allow you to realize the benefit of making small tradeoffs of foregoing impulse purchases by enabling micro-transfers from a checking account to a savings account.

Privacy and your Personal Information.
For information about Tradeoff's data protection practices, please read Tradeoff's Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how Tradeoff treats your personal information when you access and/or download Urge and use the Service. The policy may be updated from time to time at our discretion.

Account Information from Third Parties.
Tradeoff partners with a company called Buxfer, Inc to provide account discovery and facilitate transferring funds between your bank accounts. Tradeoff may obtain certain account information provided by third-party financial institutions with which you have a banking relationship. Tradeoff makes no effort to review the account information for any purpose, including, but not limited to accuracy.

Your Registration Information.
You agree and understand that you are responsible for maintaining the confidentiality of your PIN which, together with any other information required, allows you to access the Service ("Registration Information"). It is your responsibility to update or change your Registration Information, as appropriate.
If you become aware of any unauthorized use of your Registration Information, you can change your PIN. You will be required to re-enter certain Registration Information to confirm that you are the authorized user of the account.

Your Use of the Service.
Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for
lawful purposes.
You should provide accurate and complete information about your accounts in order to use the Service and you may not misrepresent your Registration Information. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service, which Tradeoff, in its sole discretion, may elect to take.

Rights You Grant to Us.
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content through the Service, you are licensing that content to us solely for the purpose of providing the Service. Tradeoff may use such information, but only to provide the Service to you. By submitting this information to Tradeoff, you represent that you are entitled to submit it to Tradeoff for use for this purpose.
By using the Service, you expressly authorize Tradeoff or its designated third party service providers to access your information maintained by identified third parties for the purpose of performing the Services. You hereby authorize and permit Tradeoff to use the information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service.

Intellectual Property Rights.
You acknowledge and agree that all right, title and interest in Urge, including without limitation any software, data, text, photos, pictures graphics, images, logos, icons, is exclusively the property of Tradeoff. All text, pictures, graphics, and other files and the selection and arrangement thereof are copyrighted materials of Tradeoff. The contents of Urge belong or are licensed to Tradeoff or its software or content suppliers. Tradeoff grants you the right to use Urge subject to these terms. Any distribution, reprint or electronic reproduction of any content from Urge in whole or in part for any other purpose is expressly prohibited without our prior written consent.

Access and Interference.
You agree that you will not:
• Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services, without Tradeoff's express written consent, which may be withheld in Tradeoff's sole discretion;
• Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search Urge;
• Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Service; or
• Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.

Disclaimer of Representations and Warranties.
ALL THE SERVICES ARE PROVIDED TO YOU "AS-IS". TRADEOFF MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TRADEOFF MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TRADEOFF MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Limitations on Liability.
TRADEOFF SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF TRADEOFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Ending your relationship with Tradeoff.
This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by disabling the app from Apple's iTunes store.
We may at any time, terminate our legal agreement with you if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); if we, in our sole discretion believe it is required to do so by law (i.e., where the provision of the Service to you is, or becomes, unlawful); or immediately upon notice to you.

Modifications.
Tradeoff may modify this Agreement from time to time. Any and all changes to this Agreement will be posted through Urge. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
Your Indemnification of Tradeoff.
You shall defend, indemnify and hold harmless Tradeoff and its officers, directors, shareholders, and employees, from and against all claims and expenses, including, but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

Governing Law and Forum for Disputes.
This Agreement, and your relationship with Tradeoff under this Agreement, shall be governed by the laws of the State of Tennessee without regard to its conflict or choice of laws provisions. Any dispute with Tradeoff, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the state or federal courts of Tennessee, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated and that your assent to this provision is consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement, YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

Miscellaneous.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Agreement, this will not be a waiver of our rights. All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement. This Agreement represents the entire understanding and agreement between you and us regarding the subject matter of the same, and supersedes all other previous agreements.

 

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