Your use of the Services is subject to these Terms. By accessing or using the Site, Applications (together, the “Platform”), or any Service you agree to be bound by these Terms (“Agreement”). You should print a copy of this Agreement for future reference. Use of your personal information submitted to us as part of the provision of the Services is governed by our Privacy and Cookies Policy, which are incorporated as part of these Terms by reference.
As part of the Services, we may through the Platform offer you access to products and services offered by us or others. These products and services may be subject to other agreements or authorizations. In the event of a conflict between these Terms and other agreements or authorizations concerning products or services offered through the Platform, such other agreements or authorizations shall prevail.
These terms were last updated in August, 2023
2. REGISTERING FOR THE SERVICES
To fully use the Services, you must first register to set up a Cleo account with us by completing the account registration form available on the Platform. You only need to register once.
To use any of the Services and to accept these Terms, you must be (1) a legal resident of the United States (2) of legal age to form a binding contract (18+), and (3) not prohibited by law from using any of the Services.
Please note that additional eligibility criteria may apply to a particular product or service offered through the Platform. It is your responsibility to ensure you satisfy all of the minimum eligibility criteria set out above before choosing to register with us. By doing so, you confirm to us that you do meet all of the minimum eligibility criteria.
To register, you must provide us with accurate, complete, and up-to-date contact information, which may include email address and mobile telephone number. You are responsible for the information you provide to us. You must promptly update your Cleo account in the event of any changes to information you have provided.
Registration is subject to approval by us in all cases, and we reserve the right, in our sole and absolute discretion, to decline any registration request, without giving a reason. If we approve your registration, you will receive a notification from us.
We reserve the right, in our discretion, to verify your identity, including through third parties, such as credit reporting agencies. By agreeing to these terms, you agree to our doing so.
Upon registration for a Cleo account with us, you will be asked to sign in through our Applications to fully access the Services. You must take all reasonable precautions to keep your Cleo account username and personalized security credentials confidential and secure at all times, and use it only to access and use your Cleo account and not for any other purpose. You must contact us immediately if you discover or suspect any unauthorized use of your Cleo account, or error in the operation of your username and/or personalized security credentials. If you discover or suspect any unauthorized use of a payment or financial account linked to your Cleo account, you should immediately notify the provider of that account.
We may, from time to time, with or without prior notice, temporarily suspend the operation or access to any aspect of the Services if we believe there has been unauthorized access to your Cleo account or we suspect it is being used to gain unauthorized access to any payment or financial account linked to the Services. In the event we become aware of any major operational or security incident affecting the Services which could have an adverse impact on your financial interests, we may be required to notify you of the incident and measures you can take to mitigate the impact and we will do so through chat or email.
4. OVERVIEW OF THE SERVICES
Cleo offers a variety of services and features (“Services”). These Services include:
- Cleo Personal Financial Management Services: A suite of services and features enabling you to get insight into your spending data and trends, help you budget and save. See relevance Sections below for terms and details.
- Cleo Wallet Services
- Budget Management
- A set of services and features within paid subscription tiers, offered by Cleo or our partners:
- Credit Score Service
- Cash Back Service
- Advance Service
- Credit Building Services
- VIP Customer Service
Within Budget Management, we track your income and expenses, and we let you know about estimated upcoming bills and other expenses. Budget Management will monitor your linked bank account held at a depository institution (a “Linked Account”).
Cleo also offers access to additional products associated with the Services, made available through Third Party Providers (“Third Party Providers”), such as the Cleo Credit Builder Card, issued by WebBank, Member FDIC.
The Services and products from Third Party Providers are described more fully on the Platform and in relevant sections below
5. CLEO SUBSCRIPTION SERVICES
5.1 OVERVIEW OF CLEO SUBSCRIPTION SERVICES
****Cleo has two subscription tiers, Cleo Plus (“Cleo Plus”) and Cleo Builder (“Cleo Builder”) that have services and features in addition to the Cleo Personal Financial Management Services that are generally available if you register for a Cleo account.
If you subscribe to Cleo Plus, you have access to the Cleo Personal Financial Management Services described above, but also get access to an additional set of services and features including, Cashback (“cashback”) where you'll earn a percentage back from Cleo on what you spend in a select group of stores & merchants using your Linked Account, your Payment Method (defined below), or any other card linked to the Applications and have the ability to view your Credit Score through our partner Equifax. Additionally, we’ll help with overdraft protection and you’ll have the ability to apply for our SalaryAdvance (“Salary Advance”), which is defined fully below.
If you subscribe to Cleo Builder, you have access to all of the functionality in Cleo Plus and the Cleo Personal Financial Management Services, but we also give you access to services and products that will help you track your Credit Score over time and provide you with VIP Customer Service. You will also have the opportunity to apply for the Cleo Credit Builder Card, issued byWebBank, Member FDIC (“Card”). To learn more about the Card, view the Platform and your Cardholder Agreement.
5.2 SUBSCRIPTION FEE FOR CLEO PLUS & CLEO BUILDER
****There is no fee for using or accessing the Cleo Personal Financial Management Services. If you subscribe to one of Cleo’s subscription tiers (“Cleo Plus” and “Cleo Builder”), you will receive access to additional services and functionality on the Applications, described further on the Platform and in this Agreement. Cleo Plus is subject to a $5.99 per month subscription fee, while Cleo Builder is subject to a $14.99 per month subscription fee (the “Subscription Fee”). To continue gaining access to additional functionality within your subscription, you must continue to pay the subscription fee.
We require a connected bank account or debit/credit card (a “Payment Method”) for payment of the Subscription Fee. You will be billed for your Subscription Fee on a monthly basis, starting on the date of your requesting a subscription, and repeating monthly until such time that you choose to cancel your subscription.
You must cancel your subscription through the Applications if you do not want to renew your monthly subscription to Cleo Plus. Your access to Cleo Plus or Cleo Builder will then be withdrawn at the end of the period for which the last Subscription Fee payment was received.
If you cancel your subscription within a set period from the moment you initially sign up for a particular subscription tier (“Grace Period”), you will automatically be refunded the Subscription Fee to your Payment Method within four (4) working days. The length of your Grace Period will be communicated to you during the subscription process. After the Grace Period ends, Subscription Fees are non-refundable. When signing up to the Cleo Builder Tier, generating a card automatically negates the Grace Period, meaning that once a card has been generated Cleo Builder Subscription Fees are non-refundable even if you are still within the grace period.
Cleo will attempt to avoid charging you the Subscription Fee for Cleo Plus or Cleo Builder if we detect that your Payment Method does not contain sufficient funds to cover the Subscription Fee during that pay period. If we do not charge you because your Payment Method does not contain sufficient funds, or if our attempt to charge you is declined, Cleo reserves the right to terminate your access to the Cleo Plus Services (including if you have a Cleo Builder subscription). Cleo also reserves the right to collect unpaid Subscription Fees from prior months along with the fee due for the current month.
5.3 ADDITIONAL FEES
You may choose to pay an Express Fee to expedite a Salary Advance as set forth in the Express Fees for the Salary Advance section below.
5.4 OVERVIEW OF SALARY ADVANCE
Cleo Plus offers the ability to apply for cash advances based on your anticipated income (“Salary Advance”, “Cash Advance” or “Advance”). Advances are designed to help users cover unexpected expenses. The Advance is not a loan, and Cleo is not lending you money in connection with the Cash Advance product. There is no obligation to repay a cash advance. For more information, refer to Section 5.6 below.
Cleo may alert you in the Applications if we detect that you are likely to have insufficient funds for upcoming transactions in your linked accounts. Cleo Plus users can then request an advance in response to such a notification, or at any other time, directly in the chat with Cleo. Eligible users will be offered the opportunity to receive a free advance to a linked account or debit card. Your eligibility and the amount you are eligible for is defined via an analysis of your transaction and deposit history and patterns. The maximum advance amount is $250. If you are a Direct Deposit Customer, the maximum advance amount is $500. Please refer to Section 7 of these Terms for more information on Direct Deposit. You may also refer to the Consumer Deposit Account User Agreement for more information on Direct Deposit. Eligibility can change over time but is final as decided by Cleo at any given time and will not be reconsidered or altered. Cleo reserves the right to adjust our advance amounts and eligibility criteria at any time. You may also apply for Salary Advance without subscribing to the Cleo Plus services. To do so, please email email@example.com and state that you would like to receive Salary Advance without subscribing to the Cleo Plus services. All advances are free.
5.5 EXPRESS FEES FOR THE SALARY ADVANCE
The Cash Advance is provided at no cost to you. You can generally receive an Advance within four (4) business days depending on processing times and your card provider, however, you may request that Cleo expedite the disbursement of your advance by paying an optional fee (the “Express Fee”). If you choose to pay the Express Fee, Cleo will use a faster delivery method to ensure that your funds reach you within 24 hours. The Express Fee is an optional fee that ranges from $3.99 to $9.99 and it is payable at the time of repayment. The Express Fee is non-refundable.
5.6 SALARY ADVANCE REPAYMENT
****Each advance is repayable in one installment on the date (“Repayment Date”) agreed at the time of requesting the cash advance, which can be up to 16 days, and in some cases 30 days, from the date of the request. You may request an extension of your Repayment Date for up to an additional 14 days one (1) time for each instance of Salary Advance prior to the initial Repayment Date. Repayment will be attempted by Cleo on the latest agreed Repayment Date. We reserve the right to charge your Linked account / debit card for advance repayment any time after the later of: (1) we see evidence of income (such as a paycheck) deposited into your linked account, or (2) the latest agreed Repayment Date.
CLEO WARRANTS THAT ALL CASH ADVANCES ARE MADE ON A NON-RECOURSE BASIS AND THAT CLEO HAS NO CONTRACTUAL OR LEGAL CLAIM AGAINST YOU BASED ON A FAILURE TO REPAY AN ADVANCE. IF YOU FAIL TO REPAY YOUR CASH ADVANCE, CLEO WILL NOT ENGAGE IN ANY DEBT COLLECTION ACTIVITIES OR REPORT YOU TO A CONSUMER REPORTING AGENCY.
However, you may be barred from using other products or services offered by Cleo or others through the Platform if you fail to repay your cash advance. Cleo will not allow you to request another cash advance until a cash advance can be paid in full.
Cleo does not waive any rights related to fraudulent activity and will pursue instances of fraud.
Although Cleo is helping users avoid overdraft fees, Cleo is not responsible for any overdraft fees, over-the-limit fees, insufficient fund charges, or any other bank fees that result from your failure to maintain a sufficient balance in your Linked account. Cleo monitors your balance and will attempt to ensure you have sufficient funds before debiting your account, but Cleo makes no warranties that an overdraft will not occur.
Authorization for Crediting and Debiting Accounts. When you apply for and are approved for a Cash Advance, prior to disbursement you authorize Cleo to disburse the amount of the advance into your Linked Account. If any credit was made wholly or partially in error, you authorize Cleo to correct the error by making a corrective credit or debit transaction. You may revoke authorization to withdraw payment at any time by emailing us at firstname.lastname@example.org.
6. THIRD-PARTY ACCOUNT INFORMATION
To use the Services, you may direct Cleo to retrieve your account transaction history, balance information, and/or other information maintained by third-parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). This includes information maintained by or on behalf of WebBank for the Cleo Credit Builder Card.
Cleo works with one or more third-party service providers to access this Third-Party Account Information. We will use this information to provide you with the Services you request, for our own internal business purposes and to offer you other Cleo products and services that may be of interest to you.
By using the Services, you authorize Cleo to access this information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. By agreeing to this Agreement, you are also agreeing that you are responsible for keeping any passwords and usernames you provide to us so we can retrieve this Third-Party Account Information, and for keeping those passwords and usernames up to date in the Applications. With the exception of information related to your Cleo Credit Builder Card, Cleo does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Cleo is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.
You acknowledge that any Third-Party Account Information that is displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity.
7. PRODUCTS AND SERVICES OFFERED BY OTHERS THROUGH THE PLATFORM
Cleo Credit Builder Card
The Cleo Credit Builder Card is issued by WebBank, Member FDIC. By using the Cleo Credit Builder Card, you agree to the Cleo Credit Builder Card Agreement. Applicants also agree to other authorizations in the process of submitting their application for a Cleo Credit Builder Card.
Cleo is not a bank. Banking services provided by Thread Bank (“Thread”), member FDIC. The Direct Deposit feature (”Direct Deposit”) is made available to eligible consumers by Cleo in partnership with Thread Bank. By using Direct Deposit you agree to the Cleo Consumer Deposit Agreement, provided by Thread. Applicants also agree to other authorizations in the process of submitting their application for Direct Deposit.
Credit Score Feature
As part of Cleo Plus, you have the ability to see your Credit Score. As part of Cleo Builder Cleo can help you track your credit score over time and provide resources and information on how to improve your Credit Score. This feature is made possible by our partner, Equifax. To learn more about Equifax’s terms and conditions see here.
Stripe Payment Services
Stripe allows you to make your subscription payment. By using Stripe to pay for any Cleo Services, you are subject to Stripe’s terms and conditions.
8. CHANGES TO THE SERVICES AND TERMS
As it is our policy to continually review and update the Services, we reserve the right to make changes to any Service and/or to these terms from time to time. Subject to the limitations of applicable law, we may at any time change, add to, or delete any of the terms and conditions in this Agreement. We may do this in response to the business, legal, competitive environment, or for any other reason allowed by applicable law. We will give you notice of any change, addition, or deletion as required by applicable law. Additionally, any updates we make to the terms will be posted to the Platform and the Application and your continued use constitutes acceptance of the terms.
9. SUSPENSION AND TERMINATION OF THE SERVICES AND SURVIVABILITY
We may, from time to time, with or without prior notice, temporarily suspend access to or the operation of any Service and/or the Platform (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.
If you have breached these Terms, we may take such action as we deem appropriate. Such a breach by you may result in our taking, with or without notice, all or any of the following actions:
- issue of a warning to you;
- immediate temporary or permanent withdrawal of your right to use any Service;
- legal proceedings against you for reimbursement of all recoverable loss and damage resulting from the breach;
- disclosure of all relevant information to law enforcement authorities as we reasonably feel is necessary; and/or
- any other action we deem appropriate in accordance with applicable laws.
Cleo may terminate these Terms at any time without notice, or suspend or terminate your access and use of the Applications, Platform, or the Services at any time, with or without cause, at Cleo’s absolute discretion and without notice. The following provisions of these Terms shall survive termination of these Terms or your use or access to the Applications, Platform, or the Services: the sections concerning Indemnification, Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Applications, Platform, or the Services.
Upon termination of these Terms:
- all rights granted to you under these Terms will immediately cease, except for those surviving termination as per the above;
- Cleo will delete any personally identifiable information
- We will keep any data and information that is required of us by law;
- you must promptly discontinue all use of the relevant Service.
You may terminate your Cleo account at any time but you must notify us if you wish to do so (see Contacting Us).
10. ACCESS TO THE SERVICES
We may, from time to time, restrict access to certain features, parts, or content of the Services, or even all the Services. In particular, we reserve the right to disable your Cleo account, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms or if any details you provide for the purposes of registering as a user prove to be false.
We cannot guarantee the continuous, uninterrupted, or error-free operability of the Services. There may be times when certain features, parts, or content of the Platform, or the entire Platform, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. We will give you notice if we decide to terminate the Services on any Application or the Platform. You agree that we will not be liable to you or to any third-party for any unavailability, modification, suspension, or withdrawal of the Services, or any features, parts, or content of the Services.
11. WHAT YOU ARE ALLOWED TO DO
You may only use the Services for non-commercial use and only in accordance with these Terms. You may retrieve and display content from the Services on a computer screen or mobile device, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts or content of the Services and, where they apply, will be displayed on-screen or accessible via a link.
12. WHAT YOU ARE NOT ALLOWED TO DO
Except to the extent expressly set out in these terms, you are not allowed to:
- 'scrape' content or store content of the Platform on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Platform;
- remove or change any content of the Platform or attempt to circumvent security or interfere with the proper working of the Platform or the servers on which it is hosted; or
- create links to the Platform from any other Platform, without our prior written consent, although you may link from a Platform that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your Platform, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Platform, and the linked Platform does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third-party.
You must only use the Services and anything available from the Platform for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
All rights granted to you under these terms will terminate immediately in the event that you are in breach of any of them.
13. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in any content of the Services (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Platform. In the event you print off, copy, or store pages from the Platform (only as permitted by these terms), you must ensure that any copyright, trademark or other intellectual property right notices contained in the original content are reproduced.
14. SERVICE FEATURES AND CONTENT
We may change the format, features, and content of some of the Services from time to time. You agree that your use of the Services is on an "as is" and "as available" basis and at your sole risk.
While we try to make sure that the content of the Services consisting of information of which we are the source is correct, you acknowledge that the Services may include content which is derived from a number of sources, for which we are not responsible. Should you wish to rely on any payment account or transaction information provided under the Services such that, if it were incomplete, inaccurate or out of date you could be prejudiced, you should check the information with the relevant service provider it has been obtained from.
In all cases, information available through the Services is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Services and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Services or relying on any content.
We cannot and do not guarantee that any content provided as part of the Services will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
15. ELECTRONIC FUND TRANSFER DISCLOSURE STATEMENT
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers. There may be limitations on your Linked Account or debit card that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your Linked Account or debit card. This consent does not cover any Electronic Funds Transfers concerning the Cleo Credit Builder Card, issued by WebBank, Member FDIC.
Electronic Fund Transfer: Any transfer of funds that is initiated through an electronic device or computer to instruct us to debit or credit a Linked Account or debit card. Electronic Fund Transfers include such electronic transactions transfers initiated via telephone or the Applications or Platform.
Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, withdrawal of funds out of your Linked Account to pay the Subscription Fee.
15.2 TYPES OF TRANSFERS; LIMITATIONS
If you are a Cleo Plus or Cleo Builder subscriber, you may request and receive Advances to your Linked Account or debit card, to repay such Advances in the amounts and on the days you request, and to pay the monthly Subscription Fee. Any limitations regarding Advance amount or Subscription Fee amount will be displayed to you through the Applications. Through the Applications, you may also authorize recurring Preauthorized Electronic Fund Transfers from your Linked Account or debit card to pay for the Subscription Fee.
Where you choose to pay Subscription Fees via ACH, you authorize Cleo or our bank to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Cleo or our bank the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time.
You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Cleo and our bank for the same.
15.3 OUR LIABILITY
See Sections “Disclaimer of warranty” and “Limitation of liability” below. We will not be liable, for instance:
If, through no fault of ours, you do not have enough money in your Linked Account or debit card to make a payment.
If the Linked Account or debit card you specify as the payment source is closed or does not contain sufficient funds to complete the payment or the charge is rejected or returned by your bank or financial institution.
If the Services were not working properly and you knew about the problems when you started your payment.
If we cannot complete a payment due to fraud or attacks on our systems or the Services.
If circumstances beyond our control (such as fire or flood) prevent a payment, despite reasonable precautions we have taken.
There may be other exceptions stated in our Agreement with you.
15.4 CONFIDENTIALITY RELATED TO ELECTRONIC FUND TRANSFERS
We will disclose information to third parties about the Electronic Fund Transfers you make through the Services:
Where it is necessary for completing the Electronic Fund Transfers; or,
In order to comply with government agency or court orders; or,
If you give us written permission; or,
15.5 ERROR RESOLUTION
In case of errors or questions about your Electronic Fund Transfers, email us at email@example.com. If you think your Linked Account statement, receipt, or payment history within the Applications are wrong, or if you need more information about a transfer listed on the statement, receipt, or within the Applications, contact us as soon as you can. We must hear from you no later than sixty (60) days after the statement or receipt was delivered to you. In your notification to us, you must:
Tell us your name, email, and phone number associated with your Applications user account.
Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
Tell us the dollar amount of the suspected error.
If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days.
We will determine whether an error occurred within ten (10) business days after we hear from you, and will correct any error promptly or refer the error to the relevant third party for correction as appropriate. Cleo does not take any responsibility for the duration of an error resolution process with a third party.
We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
We will not send you a periodic statement listing transactions that you make through the Services. The transactions will appear only on the statement issued by your bank or other financial institution. SAVE THE RECEIPTS YOU ARE PROVIDED WHEN YOU USE THE SERVICES, AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION. If you have any questions about one of these transactions, contact us at firstname.lastname@example.org.
IF YOUR MOBILE APP LOGIN ID OR PASSWORD IS LOST OR STOLEN, NOTIFY US AT ONCE by writing to us at email@example.com.
16. COMMUNICATIONS TO BE PROVIDED IN ELECTRONIC FORM
By choosing to use the Applications and the Services, you will receive from time to time disclosures, notices, agreements, statements, and any other communications about our Services, the Applications, or Cleo from Cleo (“Communications”). This consent does not apply to disclosures, notices, agreements, Statements and other communications concerning the Cleo Credit Builder Card, issued by WebBank, Member FDIC. If you apply for the Cleo Credit Builder Card you will be asked to separately provide your consent to receive such communications electronically.
We can only give you the benefits of our Services by conducting business through the Internet, and therefore we need you to consent to receiving Communications electronically. This section informs you of your rights when receiving electronic Communications from us. We may discontinue electronic provision of Communications at any time in our sole discretion.
16.1 COMMUNICATIONS IN WRITING
By accepting this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. You also have the right to request that specific electronic records be provided in writing by contacting firstname.lastname@example.org.
16.2 HARDWARE, SOFTWARE AND OPERATING SYSTEM MINIMUM REQUIREMENTS
You understand that, in order to view and/or retain copies of the electronic Communications, you will need:
A mobile device that meets the requirements [iOS 10 or later, or android 6] of the Cleo Application ;
You will also need a valid email address, sufficient storage space to save Communications on your device or the capability to print the Communications from the device on which you view them.
16.3 WITHDRAWING CONSENT
You may withdraw your consent to receive Communications electronically by contacting us at email@example.com. If you withdraw your consent, we reserve the right to limit or close your Cleo account. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected. You agree to pay any amount owed to Cleo such as Subscription Fees or Express Fees even if you withdraw your consent and we close or limit access to the Mobile App and/or the Services.
16.4 UPDATING RECORDS
As noted above, you can update your User Information in the Applications or by emailing us at firstname.lastname@example.org.
17. EXTERNAL LINKS
The Platform may, from time to time, include links to external sites, which may include links to third-party offers and promotions. We include these to provide you with access to information, products, or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters.
18. DISCLAIMER OF WARRANTY
THE APPLICATION, PLATFORM, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CLEO AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, BUSINESS PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS (COLLECTIVELY, THE “CLEO PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE APPLICATIONS, PLATFORM, OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE APPLICATIONS, PLATFORM, OR THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE CLEO PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE APPLICATIONS, PLATFORM, OR THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE CLEO PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE APPLICATIONS, PLATFORM, OR THE SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.
CONTENT THAT IS DISPLAYED ON THE PLATFORM, OR IN CONNECTION WITH THE SERVICES, IS BASED ON INFORMATION THAT IS SHARED BY USERS OF OUR SERVICES AND DOES NOT NECESSARILY REFLECT THE VIEWS OF THE CLEO PARTIES. WE DO NOT MAKE ANY REPRESENTATIONS ABOUT SUCH CONTENT, AND DISCLAIM ALL LIABILITY IN CONNECTION THERETO. IF YOU HAVE A QUESTION ABOUT ANY SUCH CONTENT PLEASE EMAIL US AT TEAM@MEETCLEO.COM.
THE CLEO PARTIES DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL IDENTIFY ALL QUESTIONABLE TRANSACTIONS ON YOUR USER ACCOUNTS OR ALL THREATS TO YOUR IDENTITY. CLEO IS NOT A PARTY TO ANY TRANSACTIONS ON YOUR USER ACCOUNTS AND DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY SUCH TRANSACTIONS.
NONE OF THE CLEO PARTIES OWN OR CONTROL THE FEATURES OR SERVICES PROVIDED BY ANY THIRD-PARTY PROVIDERS, WITH THE EXCEPTION OF WEBBANK AND ANY PRODUCTS PROVIDED THROUGH WEBBANK, INCLUDING THE CLEO CREDIT BUILDER CARD AND THE CLEO CREDIT BUILDER CARD.
NONE OF THE CLEO PARTIES ENDORSE ANY USER, OR ANY USER GENERATED CONTENT SUBMITTED THROUGH THE PLATFORM. NONE OF THE CLEO PARTIES HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY USER GENERATED CONTENT SUBMITTED THROUGH THE PLATFORM OR FOR ANY RESULTS CAUSED BY USING SUCH USER GENERATED CONTENT.
Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.
19. NO LEGAL, TAX, OR FINANCIAL ADVICE; ALERTS
CLEO DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE APPLICATIONS, PLATFORM, OR SERVICES. CLEO IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. CLEO ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING OTHER FINANCIAL DECISION. CLEO WILL MAKE REASONABLE EFFORTS TO PROVIDE TIMELY AND ACCURATE ALERTS TO YOU, BUT YOU ACKNOWLEDGE AND UNDERSTAND THAT ALERTS MAY BE DELAYED OR PREVENTED FOR VARIOUS REASONS. CLEO DOES NOT GUARANTEE THE DELIVERY, ACCURACY, OR TIMELINESS OF ALERTS. FURTHER, CLEO IS NOT LIABLE FOR ANY ERRORS IN THE DELIVERY OR CONTENT OF AN ALERT, AND CLEO IS NOT LIABLE FOR ACTIONS YOU TAKE, OR DO NOT TAKE, IN RELIANCE ON ALERTS. CLEO IS NOT LIABLE FOR ANY THIRD PARTY RELIANCE ON ALERTS.
20. LIMITATION OF LIABILITY
THE CLEO PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE,OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF THE APPLICATIONS, SITE, OR THE SERVICES, THE CLEO MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE APPLICATIONS, SITE, OR THE SERVICES,EVEN IF CLEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLEO PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE APPLICATIONS, SITE, OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM,INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE APPLICATIONS, SITE, OR THE SERVICES. IN NO EVENT WILL THE CLEO PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APPLICATIONS, SITE, OR THE SERVICES, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
To the fullest extent permitted bylaw, you agree to indemnify, defend and hold harmless the Cleo Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to
(i) your access to, use of or alleged use of the Applications, Platform, or Services;
(ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation;
(iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right;
or (iv) any disputes or issues between you and any third party.
The Cleo Parties reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. The Cleo Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of the applicable Cleo Party.
22. DISPUTE RESOLUTION BY BINDING ARBITRATION
YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED BELOW UNDER “OPT-OPT OUT ARBITRATION PROVISION”.
22.1 ELECTION TO ARBITRATE
You and the Cleo Parties (“we,”“us,” and “our” for purposes of this section) agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section (the “Arbitration Provision”), unless you opt out as provided below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future dispute or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including(except to the extent provided otherwise below in the last sentence of the “No Class Actions” section) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims must be non-fraudulent and made in good faith.Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual(non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
Refer to Section 22.4 below for further information regarding required informal dispute resolution prior to filing an arbitration claim.
22.2 APPLICABILITY OF THE FEDERAL ARBITRATION ACT; ARBITRATOR’S POWERS
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
22.3 OPT-OUT OF ARBITRATION PROVISION
You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to email@example.com, within 60 days of the date of your electronic acceptance of these Terms. The opt out notice must clearly state that you are rejecting arbitration; identify these Terms as the subject of the opt out; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
22.4 INFORMAL DISPUTE RESOLUTION
If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you must submit Claims by sending an email to firstname.lastname@example.org at any time. We will seek to mediate your Claim and resolve it to your satisfaction. Failing this, you will be permitted to file an arbitration claim.
22.5 ARBITRATION PROCEDURES
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA.”) The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call +1(800) 778-7879 or visit the AAA's web site at: www.adr.org. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
22.6 ARBITRATION FEES
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees(other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys 'fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
If the substance of your claim or the relief sought is found to be frivolous or brought for an improper purpose, then Cleo will not pay fees as described above and instead you will be required to pay for filing, administrative, arbitration, legal and any other fees associated with the arbitration.
Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
22.8 NO CLASS ACTIONS
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a)determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section shall be determined exclusively by a court and not by the administrator or any arbitrator.
22.9 SURVIVAL AND SEVERABILITY OF ARBITRATION PROVISION
This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than “No Class Action” section is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in “No Class Action” section are finally adjudicated pursuant to the last sentence of “No Class Action” to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
22.10 JUDICIAL FORUM FOR CLAIMS
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Cleo agree that any judicial proceeding(other than small claims actions) will be brought in the federal or state courts of Wilmington, Delaware . Both you and Cleo consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
22.11 WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
23. GOVERNING LAW AND VENUE
Except for the Section on “Dispute resolution by binding arbitration”, which is governed by the FAA, this Agreement and all Claims are governed by the laws of the State of Delaware without regard to conflict-of-law rules.
You may not transfer, assign, or delegate these Terms or your rights or obligations hereunder any way (by operation of law or otherwise) without our prior written consent. To the extent permitted by applicable law, we may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your consent.
25. THIRD-PARTY BENEFICIARY
You agree that WebBank and our third-party services providers are third-party beneficiaries of the applicable provisions of these Terms, with all rights to enforce such provisions as if such parties were a party to these Terms.
If any provision of this Agreements found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, this Agreement’s remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.
You agree that if Cleo does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Cleo has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.
You may not transfer or assign any or all of your rights or obligations under these Terms.
All notices given by you to us must be given in writing to the address set out at the end of these Terms. We may give notice to you at the email address you provide to us when signing up for an account. All notices and information we provide to you shall be in English.
These Terms may not be amended except with our express written consent.
These Terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter.
These Terms shall be governed bylaws of the State of Delaware, except where local state or federal laws expressly require otherwise.
29. CONTACTING US AND COMPLAINTS
Please submit any questions you have about these Terms, or any complaint or concern in relation to any Service by email to email@example.com