Joust

Terms and Conditions

Effective Date: November 1, 2018

Joust Labs, Inc. is a Delaware corporation, with offices at 383 Corona Street, Denver, Colorado 80218 (referred to collectively herein as “Joust,” “We,” “Us,” or “Our”). By using or downloading our mobile application (the “Joust Mobile App”) or accessing or using our website at www.joust.com and its subdomains (“Website”), which provide, among other things, financial information to assist users in managing their finances, send invoice requests, receive payments, aggregation of financial data, a wallet view of income, expense and savings, and related services and accounts (“Services”), you indicate your unconditional acceptance of the following Terms and Conditions on your own behalf and on behalf of any organization you represent (collectively, “you” or “your”).Joust Labs, Inc. is a Delaware corporation, with offices at 383 Corona Street, Denver, Colorado 80218 (referred to collectively herein as “Joust,” “We,” “Us,” or “Our”). By using or downloading our mobile application (the “Joust Mobile App”) or accessing or using our website at www.joust.com and its subdomains (“Website”), which provide, among other things, financial information to assist users in managing their finances, send invoice requests, receive payments, aggregation of financial data, a wallet view of income, expense and savings, and related services and accounts (“Services”), you indicate your unconditional acceptance of the following Terms and Conditions on your own behalf and on behalf of any organization you represent (collectively, “you” or “your”).

Please read these Terms and Conditions carefully, as they may have changed since your last visit. We reserve the right to change these Terms and Conditions from time to time for any reason, which shall be effected by posting of the updated Terms and Conditions to https://joust.com/terms-and-conditions/ provided that such changes shall not apply to any fee-bearing subscriptions to the Services which are then in effect until the expiration or termination of such subscription. Your use of any accounts or debit cards made available through our Services are subject to the separate terms and conditions applicable to those accounts and cards. Further, your access to and use of the Joust Platform is subject to our Privacy Policy, which we may change from time to time, the current version of which is at https://joust.com/privacy-policy/.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND JOUST. FURTHER, THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND JOUST ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS (SEE “AGREEMENT TO ARBITRATE”).

YOU HEREBY ACKNOWLEDGE AND AGREE THAT JOUST IS NOT A BANK, NOR IS IT A LENDER, TAX ADVISOR OR INSURANCE COMPANY. THE JOUST PLATFORM IS MERELY A TOOL TO ASSIST YOU IN YOUR FINANCIAL PLANNING AND DECISION-MAKING. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAVINGS AND SPENDING DECISIONS.

1. SCOPE OF SERVICE

Joust maintains the Joust Platform, and provides Services, as a service to our user community, subject to these Terms and Conditions.

You are responsible for obtaining any equipment and internet service necessary to access our Joust Platform and Services and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue this Joust Platform and/or our Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Joust Platform and/or Services, for some or all users, from time to time. The Joust Platform may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

The Services offered on the Joust Platform are intended for U.S. residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal.

We reserve the right to modify or change the Website, the Joust Mobile App, or any of the Services, with or without notice to you, and we are not obligated to support or update the Website, the Joust Mobile App, or any Services.

2. REGISTRATION

a. Registered Users. Certain of our Services are reserved for registered users. In order to become a registered user (or “Client”), we will ask you to complete a registration form, and also to select a username and create a password (“Login Credentials”). During any such registration, you are required to give truthful contact information (including your name, email address and mobile phone number) and certain financial information (such as your primary bank account information and other account login information); this collectively is your “User Profile”. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. You agree that you will maintain and promptly update your User Profile to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Joust Platform or the Services by you.

b. Acknowledgement to Receive Email, Push Notifications or Text Messages. As a user of the Joust Platform and your acknowledgment of these Terms and Conditions which you grant by use of the Joust Platform, you explicitly consent to receive emails, push notifications and text messages from us regarding our Services. Please be aware that should you choose to receive messages via text message, standard data and messaging rates may apply. We may from time to time send you push notifications or email messages with information about upcoming events, or information about our service offerings from us and our partners. You may opt-out from receiving certain of such correspondence by emailing support@joust.com selecting to unsubscribe as may be provided in the applicable correspondence, or updating your notification settings within the Joust App.

3. FEES & PAYMENTS

a. Pay What’s Fair. There is currently no set fee for a Joust account (your “Joust Account”). Rather, you can choose to pay an amount that you believe is fair. By selecting a fee amount that is greater than zero dollars ($0), you authorize Joust to charge you a recurring monthly payment in the amount you have selected. You agree that each monthly payment shall be drawn from your third party external financial account designated in your account on the Joust Platform (your “Funding Source”). By using the Joust Platform and Services and selecting a contribution amount, you accept the cost of the Services that you have elected to pay. Should Joust’s policy on paying what you think is fair change, we agree to provide you with notice by sending you an email to the email address in your User Profile, however in no event will we increase the amount you have selected as your contribution without your consent.

b. Subscription Fees. We may institute subscription fees in the future. We agree to provide you with notice before we institute subscription fees by sending you an email to the email address in your User Profile. Recurring monthly fees not related to a particular subscription period shall not be deemed to be “subscription fees” for purposes hereof. Except as otherwise expressly provided for in these Terms and Conditions, any changes to our fees (subscription or otherwise) will take effect following notice to you.

c. Change in Fees. We reserve the right to change our subscription plans, fees related thereto (if any), and adjust pricing for the Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. If you purchase any Services that we offer for a fee (by way of “pay what’s fair” or otherwise), either on a one-time or subscription basis, you agree to pay Joust directly or via its designated third party payment processor. You also agree to pay all applicable fees for such Services (including, without limitation, periodic fees for subscriptions and any amounts you have elected to pay voluntarily) as they become due plus all applicable related taxes. To the extent a subscription is applicable, you may cancel your subscription from time to time as provided on the Joust Platform. We may refuse to renew any subscription.

d. Incentives. Joust may at its sole discretion offer incentives from time to time, including users of the Joust Platform or to holders of one of our debit cards issued by our banking partner(s).

e. Current Fees. Current fees and incentives associated with your Joust Account can be found at https://www.joust.com/pricing/.

f. Billing and Payment Policy. All information that you provide to register with Joust, including, without limitation, your credit card information or payment account information, is subject to Joust’s Privacy Policy. We may use a third- party payment service to charge your Funding Source. By submitting your payment account information, you grant Joust the right to store and process your information with the third party payment service, which may change from time to time. You agree that Joust will not be responsible for any failures of the third party to adequately protect such information. You acknowledge that we may charge (or use a third party payment service to charge) your Funding Source or any of your Joust Accounts any applicable fees associated with your Joust Account or other amounts owing to Joust in connection with your use or misuse of the Services, including any account you hold in connection with your use of a Visa® debit card issued by nbkc bank (“nbkc”) and linked to your Joust Account (your “Joust Visa® Debit Card”). Without limiting the foregoing, if any payment or transfer you make from your Joust Account is returned unpaid, you authorize us (or a third party payment service) to make a one-time electronic fund transfer from any Joust Account or your Funding Source to collect an amount equal to the fee charged for such return.

g. Payment of Fees. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ANY FEES AND FOR PROVIDING JOUST WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR JOUST PLATFORM FROM TIME TO TIME.

h. Refunds. Other than when expressly set forth on our Services as updated from time to time, or to correct any errors made by Joust, Joust has no obligation to provide refunds or credits, but may grant them in certain circumstances, such as a result of specific refund guarantee promotions, in Joust’s sole discretion.

4. USER CONTENT

a. Submitted Content. You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “User Content”) that you submit, use, display or share on or via the Joust Platform. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Services. If you choose to provide information or User Content to us, register for or participate in a service, event, or promotion on our Services, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

b. Ownership and Use of User Content. Joust does not claim ownership of any User Content. By submitting such User Content, however, You hereby grant Joust a worldwide license and right to (i) copy, store and use that User Content for the purpose of providing you with our Services; (ii) modify the User Content to remove identifiers of you and any other individuals or companies, aggregate such information (“Aggregated Data”) and copy, store and use such Aggregated Data; and (iii) use your User Content in perpetuity for marketing purposes in any media format (including publishing or re-publishing). You acknowledge and agree that we may retouch, edit or otherwise alter User Content (such as photos) without your ability to inspect or pre-approve, and that you will not be compensated in any way for our use of your User Content.

c. User Content Authorization. You expressly authorize Joust to access information from your bank accounts (“Your Bank Accounts”) you maintain online with third-party financial institutions with which you have customer relationships, maintain account(s) or engage in financial transactions (“Account Information”), which is included in your User Content, on your behalf as your agent. When you use the “Add External Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. Joust’s third party processors will submit information including usernames and passwords that you provide to log you into such third party website(s). You hereby authorize and permit Joust to use and store information submitted by you to the Joust Platform (such as account passwords and usernames) to accomplish the foregoing and to configure the Services so that they are compatible with the third party sites for which you submit your information. For purposes of these Terms and Conditions and solely to provide the Account Information to you as part of the Joust Platform and Services, you grant Joust a limited power of attorney, and appoint Joust as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN JOUST IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, JOUST IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Joust Platform. Joust is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate Account Information.

d. User Content Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Joust Platform or otherwise have the right to grant the rights and licenses set forth in these Terms and Conditions; (ii) the submission and use of your User Content on or through the Joust Platform does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Joust Platform; and (iv) you have the legal right and capacity to enter into these Terms and Conditions in your jurisdiction.

e. Monitoring. We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms and Conditions, including the User Conduct requirements below, and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services without prior notice. Without limiting the foregoing, we have the right to remove any material that Joust, in its sole discretion, finds to be in violation of these Terms and Conditions or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services. Moreover, Joust may terminate one’s ability to submit User Content if, under appropriate circumstances, a person submitting the content to the Joust Platform is determined to be a repeat infringer and/or repeatedly violates the below User Conduct requirements.

f. Identifying Information. We may at any time require you to provide additional information in order to verify your identity. This information may include your address, date of birth, Social Security Number, a copy of your driver’s license or such other information or documentation as we may deem necessary (including, without limitation, information requested and obtained about you in connection with providing a financial service or product to you). Such information may be required, for instance, in order to meet our legal obligations or the requirements of Joust’s Partner Banks (as defined in Section 9(a)). More information on how we may use your personal information can be found in the Joust Privacy Policy: https://www.joust.com/privacy-policy/.

g. Required Disclosures. You acknowledge and agree that Joust may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms and Conditions; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms and Conditions; and/or (d) protect the rights, property, or personal safety of Joust, its representatives and/or agents, its users or the public.

h. Notice of Copyright Infringement. Joust does not permit copyright infringing activities to occur on the Joust Platform and may remove any content of any kind, for example, if properly informed that certain User Content infringes upon another’s copyright rights. If you are a copyright owner or an agent thereof and believe that any content on the Joust Platform infringes upon your copyrights, you may notify Joust by providing the following information in writing:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
  • Identification of the location where the original or an authorized copy of the copyrighted work exists;
  • Identification of the material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit Joust to locate the same;
  • Information reasonably sufficient to permit Joust to contact you, such as an address, telephone number, and, if available, an email address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.

Our agent for notice of claims of copyright infringement can be reached as follows:

Joust Labs, Inc.
383 Corona Street
Denver, CO 80218
Email: legal@joust.com


You acknowledge that if you fail to comply with all of the requirements above, your notice may not be valid.

5. USER CONDUCT

You understand and agree not to use the Joust Platform or Services to:

  • Post or upload images, content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
  • To violate any laws or for any illegal purpose, including, without limitation, any laws governing theft, wire fraud, money laundering, conversion and any law relating to financial services or cybercrime.
  • Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
  • Upload, post, email, transmit or otherwise make available any content, or initiate communications which include information, that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
  • Upload, post, email, transmit or otherwise make available any content, or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
  • Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”,“spam”,“chain letters”,“pyramid schemes”, or any other form of solicitation. This prohibition includes but is not limited to: a) using the Joust Platform or Services to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) using the Joust Platform or Services to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) sending messages to distribution lists, newsgroup aliases, or group aliases.
  • Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • Stalk or harass anyone.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through Joust.
  • Post content in fields that are not intended for that content. Example: Putting an address in a name or title field.
  • Interfere with or disrupt Joust or servers or networks connected to Joust, or disobey any requirements, procedures, policies or regulations of networks connected to Joust.

6. ACCESS AND INTERFERENCE

You agree that you will not, directly or indirectly:

  • 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 Joust Platform or Services or any portion of the Joust Platform or Services, without Joust’s express written consent, which may be withheld in Joust’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 the Joust Platform or Services, other than the search engines and search agents, if any, available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
  • 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 Joust Platform or Services; or
  • Attempt to decipher, decompile, disassemble, or the Joust Platform or Services.

7. ACCOUNT SUSPENSION/TERMINATION

a. We reserve the right to do any of the following, at any time, without providing notice to you: (1) modify, suspend, or terminate operation of or access to the Website, Joust Mobile App, and/or the Services, or any portion thereof, for any reason; (2) modify or change the Website, Joust Mobile App, or Services, and any applicable policies or Terms and Conditions related thereto (except as described in the Joust Privacy Policy); and (3) interrupt the operation of the Website, Joust Mobile App, any of the Services, or any portion thereof, as necessary to perform any maintenance or modifications, at our sole discretion.

b. We may close any Joust Account at any time with reasonable notice to you and credit any funds held in such Joust Account at the time of termination to your Funding Source. If any Joust Account balance has a deficit, we may pursue collection of such amount. If Joust cannot connect to your Funding Source, you will need to add a new checking account in order to receive the funds. Reasonable notice depends on the circumstances and is determined in our sole discretion in accordance with these Terms and Conditions and the Joust Privacy Policy. In some cases, such as when we cannot verify your identity or we suspect fraud, it might be reasonable for us to give you notice after the change or account closure becomes effective. For instance, if we suspect fraudulent activity with respect to your account, we reserve the right to immediately freeze or close your Joust Account and then give you notice.

c. If we suspect an unauthorized transaction relating to any Joust Account or that the account was created based on fraudulent information or for a fraudulent or illegal purpose, we may freeze the account pending further investigation and will notify you of the end result of that investigation.

8. YOUR JOUST ACCOUNT

a. Joust Visa® Debit Card Accounts: When you apply for and open a Joust Visa® Debit Card, the associated account funds will be held by nbkc. The nbkc Visa® Debit Card is issued solely by nbkc, and Joust is not responsible for any decisions or actions made by nbkc in its capacity as the Joust Visa® Debit Card issuer.

b. Transfer and Withdrawal Limits: Certain limits on transfers to and withdrawals from your Joust Accounts may be imposed pursuant to terms with our Partner Banks and in connection with Joust’s ordinary course fraud and security management system. Inquiries regarding up-to-date transfer and withdrawal limits should be directed to support@joust.com with respect to your Joust Account.

9. AUTHORIZATION TO INITIATE ACH TRANSACTIONS

By accepting these terms and conditions you authorize Joust and/or our third party processor partners to initiate ACH credit and/or debit transactions between your Funding Source and your Joust Accounts. These transactions will either be initiated in the Joust App by you (“Transfers”) or initiated by Joust including, without limitation, transactions based on Rules you have set up through the Services or with respect to payment of fees and/or other amounts owing by your use of the Joust Platform and the Services. The frequency and amount of these ACH credit and/or debit transactions will be determined by your Transfers or your Rules. Periodic ACH transactions will be generated by Joust to move funds from your Funding Source to your Joust Account (as applicable) based on the Rules you have established. Transfers will be processed when authorized by your entry.

You further authorize Joust and/or our third party processor partners to initiate ACH credit and/or debit transactions to or from your Funding Source and/or Joust Accounts to correct any erroneous credit or debit activity or to pay any return fees described in Section 3(f) of these Terms and Conditions.

You understand that this authorization will remain in full force and effect until you notify Joust that you wish to revoke this authorization. You understand that Joust requires at least three (3) business days’ prior notice in order to cancel this authorization. You agree not to initiate any transfers which would cause any of your Joust Accounts to have a deficit.

10. FUNDING SOURCE VERIFICATION

The Funding Source verification process is in place to ensure a Funding Source is compatible with Joust and supports ACH transfers; to prevent Clients’ goals from being disclosed to unknown funding sources, and to verify external Funding Source account ownership.

One of two methods are used to successfully verify a Funding Source:

(1) Two small credit transactions will be sent for processing to the external Funding Source. The amounts of those credits will then be immediately debited out of the Funding Source. Clients will need to verify the external Funding Source by entering the deposit amounts in the required fields provided in their Joust Accounts. Clients will be responsible for any fees or penalties assessed by a financial institution that may occur by validating this funding source; OR

(2) the external funding source will be accessed by our data integration partner and ownership and ACH support will be verified.

11. THIRD PARTY FINANCIAL INSTITUTIONS AND SUBCONTRACTORS

Joust employs third parties in order to provide its Services to you. Third party services are used to, among other things: verify your identity, speed up and streamline on-boarding, issue cards, process payment transactions, retrieve financial data and aggregate data. These third parties will have access to only that information provided by you to Joust that is needed by them to execute specific processes necessary to provide you with the Services or with the bank account services you register for in connection with the Joust Platform or Joust Visa® Debit Card. Joust may employ different or additional third parties for these Services from time to time in its sole discretion. In addition, to the extent that Joust is permitted to undertake any action under these Terms and Conditions, you agree that we may permit our third party financial institutions or subcontractors to undertake such action on our behalf.

You agree Joust may access any account you have set up through our third party processor in connection with the Services. We may use that information to in order to provide you with the Joust Platform and Services, to develop our products and services, and for our internal business purposes.

12. TIMELINESS AND ACCURACY OF EXTERNAL DATA

As part of the Joust Platform, Joust will retrieve information from Your Bank Accounts and your Account Information. Joust works with one or more online financial service providers to access this Account Information. Joust makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Joust is not responsible for the products and services offered by or on third-party sites.

Joust cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Joust cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Joust Platform, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites.

13. ALERTS

a. Automatic Alerts. Joust 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 your Accounts. Electronic alerts will be sent to the email address or mobile number you have provided. If your email address or your 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 passcode. However, alerts may include your Joust username and some information about Your Bank Accounts.

b. Disclaimer. You understand and agree that any alerts provided to you through the Joust Platform may be delayed or prevented by a variety of factors. Joust does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Joust shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

14. JOUST’S INTELLECTUAL PROPERTY RIGHTS

a. Contents. The contents of the Website and the Joust Mobile App, including, without limitation, its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including, without limitation, html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and intellectual property laws. The contents of the Joust Platform belong or are licensed to Joust or its software or content suppliers. Joust grants you the right to view and use the Joust Platform subject to these terms. You may download or print a copy of information provided on the Joust Platform for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Joust Platform in whole or in part for any other purpose is expressly prohibited without our prior written consent.

b. Copyright Notice. © Joust Labs, Inc. 2018, all rights reserved. Unless otherwise specified, the content of the Joust Website and Joust Mobile App including, but not limited to, text, graphics, logos, buttons, images, data compilations, icons, and code, is the property of Joust and/or its affiliates, and is protected by United States and international copyright laws.

c. Trademarks Belonging to Joust. Trademarks are pending on the Joust shield:

shield logo

The stylized Joust

vertical logo

horizontal logo

And the words Joust and PayArmour alone or as a part of any trademark, logo, work, or domain name are a trademark of Joust Labs, Inc. Any trademarks of third parties used in connection with the Joust Platform are property of such third parties and not of Joust.

d. Feedback. While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Joust and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) Joust may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for Joust to review your unsolicited ideas; and (5) Joust has no obligation to keep any unsolicited ideas confidential.

15. DISCLAIMER REGARDING USE OF MOBILE DEVICES

Use of the Joust Platform may be available through a compatible mobile device, internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. JOUST MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

16. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE JOUST PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. JOUST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE JOUST PLATFORM OR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE JOUST PLATFORM IS AT YOUR SOLE RISK.

JOUST MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE JOUST PLATFORM, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. JOUST MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE JOUST PLATFORM IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

17. LIMITATIONS ON JOUST’S LIABILITY

JOUST SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, FOR ANY 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 ACCESS TO THE JOUST PLATFORM AND SERVICES, YOUR USE OF THE JOUST PLATFORM AND SERVICES, OR THESE TERMS AND CONDITIONS, EVEN IF JOUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, JOUST’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS), EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER CAUSE FOR WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION.

JOUST RESERVES THE RIGHT TO CANCEL OR RESTRICT YOUR ACCESS TO THE JOUST PLATFORM AND SERVICES WITHOUT NOTICE TO YOU. JOUST IS NOT RESPONSIBLE FOR DAMAGES SUFFERED BY YOU OR ANY INCONVENIENCE CAUSED DIRECTLY OR INDIRECTLY BY OUR TERMINATION OF YOUR ACCESS TO THE JOUST PLATFORM OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, JOUST WILL NOT ACCEPT OR HAVE ANY LIABILITY IN THE EVENT OF UNAUTHORIZED USE OF YOUR JOUST ACCOUNTS, THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR JOUST ACCOUNTS, ANY INABILITY TO TRANSACT OR PROBLEMS RELATED TO POOR INTERNET ACCESS, MOBILE DEVICE OR COMPUTER FAILURE OR OTHER COMMUNICATION ISSUES, OR ANY ISSUES RELATED TO THE TIMELY EXECUTION OF A PAYMENT, TRANSFER, DEPOSIT OR SIMILAR.

YOU AGREE NOT TO HOLD JOUST LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON YOUR USE OF THE JOUST PLATFORM OR ANY RELATED CONTENT. YOUR ELECTION TO ENGAGE THE SERVICES IS SUBJECT TO ALL DOCUMENTATION REQUIRED TO BE ENTERED INTO BY YOU IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION YOUR ACCEPTANCE OF DOCUMENTS WITH RESPECT TO YOUR JOUST ACCOUNT.

18. INDEMNIFICATION

By accepting these Terms and Conditions, you agree to indemnify, defend, and otherwise hold harmless Joust Labs, Inc., each of its affiliates and each of their respective officers, directors, employees, agents, partners and representatives from any and all losses and damages (whether direct, indirect, incidental, special, consequential, punitive or exemplary) and costs and expenses (including reasonable attorneys’ fees and expenses) arising or resulting from; (i) your use or misuse of the Joust Platform, (ii) unauthorized access to or alteration of your communications with or through the Joust Platform, (iii) any mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions for any ACH transfer, or (iv) any breach of these Terms and Conditions. Any business transactions that may arise between Users from their use of the Joust Platform are the sole responsibility of the Users involved.

IN THE EVENT THAT ANY JOUST ACCOUNT HAS A DEFICIT (I.E. A NEGATIVE BALANCE) AT ANY TIME FOR ANY REASON, JOUST SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO CLOSE THE ACCOUNT WITHOUT PRIOR NOTICE. YOU AGREE TO BE RESPONSIBLE FOR, AND PROMPTLY PAY TO JOUST, THE AMOUNT OF ANY DEFICIENCY IN ANY SUCH JOUST ACCOUNT. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS (INCLUDING THE PARAGRAPH ABOVE REGARDING GENERAL INDEMNIFICATION), IN THE EVENT THAT JOUST (THROUGH ITSELF OR A THIRD PARTY ACTING ON ITS BEHALF) ELECTS TO PURSUE RECOUPMENT OF THE DEFICIT IN ANY ACCOUNT, SUCH DEFICIT SHALL ESTABLISH THE AMOUNT OF YOUR INDEBTEDNESS OWING TO JOUST. YOU AGREE TO REIMBURSE AND HOLD JOUST HARMLESS FOR ALL ACTIONS, OMISSIONS, COSTS, EXPENSES, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES AND ANY EXPENSES), PENALTIES, LOSSES, CLAIMS OR LIABILITIES ASSOCIATED WITH ANY SUCH DEFICIT IN YOUR ACCOUNT AND ANY ACTION TAKEN BY JOUST TO RECOUP THE SAME.

19. TERM AND TERMINATION

Until your access to the Joust Platform is terminated by either you or Joust, these Terms and Conditions will remain in force. You may terminate your Joust Account by notifying Joust via email at support@joust.com of your intention to terminate. WE NOTE THAT SIMPLY DELETING THE JOUST APP FROM YOUR MOBILE DEVICE DOES NOT TERMINATE ANY JOUST ACCOUNT, NOR DOES IT STOP ANY RULES YOU HAVE ESTABLISHED. If you wish to terminate your Joust Account, that must be done by you within the Joust App or by contacting support@joust.com.

Joust may terminate your Joust Account at any time upon notice to the email address provided by you as part of your User Profile. In the event of termination by you or by us, Joust will delete your User Profile and deactivate your login within forty-eight (48) hours. Any funds held in your Joust Accounts at the time of termination will be credited to your Funding Source. If Joust cannot connect to your Funding Source, you will need to add a new checking account in order to receive the funds. Any items that attempt to post to a Joust Account following closure thereof (whether by you or Joust) will be returned “Account Closed.”

If you do not make use of the Services for a designated amount of time, applicable laws may require Joust to report these funds in your account as unclaimed property. Should this occur, we may try to locate you at the contact information you provided to us. If our attempts fail and we cannot locate you, we may be required, depending on state law, to report your funds as unclaimed property. The designated amount of time to report the funds as unclaimed varies, based on the state, but typically falls in a range of two to five years.

20. GOVERNING LAW AND FORUM FOR DISPUTES

These Terms and Conditions, and your relationship with Joust under these Terms and Conditions, shall be governed by the laws of the State of Colorado without regard to conflicts of law principles. Any dispute with Joust, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms and Conditions shall be resolved exclusively through arbitration as set forth in the Section below, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Joust may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Joust is able to offer the Service at the terms designated. Your assent to this provision is an indispensable consideration to these Terms and Conditions.

21. AGREEMENT TO ARBITRATE

Except for disputes relating to your or Joust’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); you agree that all disputes between You and Joust (whether or not such dispute involves a third party) arising out of or relating to these Terms and Conditions, the Joust Platform, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Denver, Colorado, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and you and Joust hereby expressly waive trial by jury. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. You and Joust shall appoint as sole arbitrator a person mutually agreed by you and Joust or, if you and Joust cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Joust shall be entitled to seek injunctive relief, security or other equitable remedies from The United States District Court for the District of Colorado or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms of Service or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

Any claims brought by You or Joust must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Joust will participate in a class action or class-wide arbitration for any claims covered by these Terms of Service. You hereby waive any and all rights to bring any claims related to these Terms of Service and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Joust prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms of Service, such termination shall not be effective until 30 days after the version of these Terms of Service not containing the arbitration procedures is posted to the Website, and shall not be effective as to any claim that was filed in a legal proceeding against Joust prior to the effective date of removal.

These Arbitration provisions will survive the termination of Your relationship with Joust.

22. AUTOMATED CLEARING HOUSE TRANSACTIONS

You acknowledge that it is your responsibility to provide correct payment instructions for your Funding Source to Joust and its third party service providers when requested in connection with the Joust Platform. You agree to be bound by the National Automated Clearing House Association operating rules and any applicable local ACH operating rules. You acknowledge that mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions to make a deposit or pay subscription fees may result in an ACH transfer being rejected, lost, posted to an incorrect account or returned to the bank that maintains your Funding Source without notice to you. You agree that Joust and/or its third party service providers may request and that Joust and/or its third party service providers may make ACH transfers solely by reference to the account number of the recipient. Joust and its third party service providers shall not be obligated to determine whether there is a discrepancy relating to names or account numbers in transfers between any of your Joust Accounts and your Funding Source.

23. SEVERABILITY

If any portion of these Terms and Conditions is deemed invalid, unlawful, void or for any reason unenforceable by any arbitrator or court of competent jurisdiction, these Terms and Conditions as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms and Conditions that is unlawful, void or unenforceable shall be stricken from these Terms and Conditions, and that portion deemed invalid, unlawful, void, or unenforceable shall not affect the validity and enforceability of any remaining provisions.

24. WAIVER, SURVIVAL, AND OTHER AGREEMENTS

You agree that if Joust does not exercise or enforce any legal right or remedy which is contained in these Terms and Conditions, this will not be taken to be a formal waiver of Joust’s rights and that those rights or remedies will still be available to Joust.

All covenants, agreements, representations and warranties made in these Terms and Conditions shall survive your acceptance of these Terms and Conditions and the termination of these Terms and Conditions.

These Terms and Conditions represent the entire understanding and agreement between you and Joust regarding the subject matter of the same, and supersede all other previous agreements, including any prior version of the Joust Terms and Conditions.