Joust

Terms and Conditions

Last Revised: November 9, 2019

The following terms and conditions form a binding legal agreement (the “Agreement” or “Terms and Conditions”) between you, including any company or other organization affiliated or associated with you (collectively, “you”, “your” or “user”), and Joust Labs, Inc., its subsidiaries, agents, and assigns (referred to collectively herein as “Joust,” “We,” “Us,” or “Our”) that sets forth the terms and conditions for your use of Joust’s websites (“Site”) and mobile applications (“Mobile App”) and the products and services offered, operated and/or made available by Joust (collectively, the “Services”). The Site and Mobile App are collectively referred to as the “Joust Platform” or the “Platform”. By using, accessing, browsing, or downloading the Platform, you indicate that you have read, understood, and agreed to be bound by the Terms and Conditions set forth in this Agreement.

Please read this Agreement carefully, as the terms and conditions contained herein create a binding contract between you and Joust governing your use of the Platform and Services and may have changed since your list visit to the Platform. We reserve the right to amend this Agreement and change the terms and conditions contained herein from time to time for any reason in our sole discretion. Updates to the terms and conditions contained in this Agreement shall be effected by posting an updated version of these terms and conditions on the Platform. Your use of any Services, including, but not limited to, any bank accounts or debit cards made available by Joust, are subject to any applicable separate terms and conditions specifically governing those Services.

Your access to and use of the Platform and Services are subject to our Privacy Policy, which is incorporated in full in these Terms and Conditions. The Privacy Policy details how we handle and protect data. We reserve the right to update the Privacy Policy from time to time at our sole discretion. Changes made to our Privacy Policy are effective when the updates are live on the Platform.

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 CONTAINS A CLASS ACTION WAIVER (SEE SECTION 20 BELOW “AGREEMENT TO ARBITRATE” FOR MORE INFORMATION).

1. SUMMARY OF SERVICES

  1. Joust Account. Joust offers several Services to its users, including those set forth below. You must register and create an account (“Joust Account” or “Account”) on the Joust Platform in order to access the Services.

  2. Bank Account & Visa Debit Card. Joust offers a checking account (“Bank Account”) through its partner, nbkc bank, member FDIC (“nbkc bank”) and a Visa® debit card issued by nbkc bank and linked to your Bank Account (“Debit Card”). The Bank Account and Debit Card are subject to additional terms and conditions set forth in the Commercial Deposit Account Agreement and the Consumer Debit Cardholder Agreement that you must sign when you open a Bank Account with nbkc bank through the Platform.

  3. PayArmour™. Joust offers an invoice management and invoice factoring service (“PayArmour”) that helps you manage your invoices and gives you the option of getting paid sooner on your invoices. The PayArmour Service is subject to additional terms and conditions set forth in the [Account Purchase Agreement] that you must sign when you register for the PayArmour Service and which can be found here.

2. ACCEPTANCE

Please read and review this Agreement carefully. Your use of the Platform and/or Services constitutes your acceptance of all the terms and conditions contained herein.

The Platform and Services are only intended for and offered to (i) U.S. residents, (ii) who are at least 18 years old, and (iii) who are not otherwise prohibited by applicable law from using the Platform and Services. By using, accessing, browsing, or downloading the Platform, you acknowledge and confirm that you meet these requirements.

You hereby acknowledge and agree that Joust is not a bank, a lender, a tax advisor, or an insurance company. You understand and agree that you are solely responsible for your savings, spending, and financing decisions.

We reserve the right to modify or change this Agreement and the terms and conditions contained herein from time to time in our sole discretion. Any updates to this Agreement will be made available to you on the Platform, and this Agreement will show the date on which it was last updated. When you use the Platform or Services after changes to this Agreement, you are deemed to have accepted the new Agreement and the terms and conditions contained herein and agree to be bound by such changes.

We may alter, suspend, or discontinue the Platform and/or our Services, in whole or in part, at any time and for any reason in our sole discretion, without notice. We may restrict access to portions of our Platform and/or Services, for some or all users, from time to time. The Platform and/or Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. You acknowledge and agree that we are not obligated to continue offering, supporting, or updating the Platform or Services and that we have made no commitment to do so.

3. Joust Account

  1. Registration. In order to use the Services, you need to register for a Joust Account. To register for a Joust Account, you must complete an online registration form and select a username and create a password (“Login Credentials”).

  2. User Profile. In connection with your registration and subsequent use of the Joust Platform and Services, you agree to give truthful contact information (including, but not limited to, your name, email address and mobile phone number) and applicable financial information requested by Joust (which may include, among others, your primary bank account information and other account login information). Collectively the information provided by you during registration for a Joust Account is referred to as your “User Profile”. 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 that you have done so, we reserve the right to terminate your account and refuse any and all current or future use of the Platform or the Services by you.

  3. Security Precautions. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs with respect to your Joust Account (including, without limitation, accounts opened or financial obligations incurred). 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.

  4. External Funding Source. When you sign up for a Joust Account, you will be required to provide information regarding your external bank account (“Funding Source”) for use by Joust in transferring or withdrawing funds and paying applicable fees as set forth in this Agreement. Joust will verify each Funding Source you provide to ensure that the Funding Source is compatible with Joust’s systems and Services and to verify your ownership of the Funding Source. Joust will use one of two methods to 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 immediately be debited out of the Funding Source. You will need to verify the external Funding Source by entering the deposit amounts in the required fields on the Platform. Clients will be responsible for any fees or penalties assessed by the third-party financial institution that may occur by validating this funding source; OR

    2. The Funding Source will be accessed by our data integration partner and ownership and compatibility with Joust’s systems and Services will be verified.

  5. Consent to Receive Email, Push Notifications and/or Text Messages.As a user of the Platform and Services, 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 and selecting to unsubscribe as may be provided in the applicable correspondence, or updating your notification settings on the Platform.

4. BANK ACCOUNT AND DEBIT CARD

  1. Debit Card Issuing Bank. The Bank Account available through the Joust Platform is offered through nbkc bank. When you apply for and obtain a Bank Account and/or Debit Card, the associated account funds will be held by nbkc bank. The Debit Card is issued by nbkc bank, and Joust is not responsible for any decisions or actions made by nbkc bank in its capacity as the issuer of the Debit Card.

  2. Business Bank Account. By applying for and opening a Bank Account through the Joust Platform, you agree that you will only use the Bank Account for commercial purposes and not for personal, family or household purposes.

  3. Transfer and Withdrawal Limits. Certain limits on transfers to and withdrawals from your Bank Account may be imposed by nbkc bank and in connection with Joust’s ordinary course fraud and security management system. Inquiries regarding transfer and withdrawal limits with respect to your Bank Account should be directed to support@joust.com.

5. AUTOMATED CLEARING HOUSE (“ACH”) TRANSACTIONS

  1. User Responsibilities. You acknowledge that it is your responsibility to provide correct payment instructions to Joust and any third-party payments service providers, if applicable, when requested in connection with the Platform and Services. You acknowledge that mismatched, incorrect, or incomplete identifying information or other mistakes in payments instructions provided by you to Joust or its third-party payments service providers 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 payment service providers may rely on payment instructions provided to you and may make ACH transfers solely by reference to such instructions. You agree that Joust and its third-party service providers shall not be obligated to confirm the accuracy of such payment instructions or to determine whether there is a discrepancy relating to names or account numbers in transfers between any Bank Account and your Funding Source.

  2. Compliance with Requirements. You agree to be bound by the National Automated Clearing House Association (“NACHA”) operating rules and any applicable local ACH operating rules. You also hereby represent and warrant that each electronic communication submitted or initiated by you through the ACH payment service shall comply with this Agreement, the NACHA Rules and all applicable law. You also acknowledge and agree that the Bank Account is not a "consumer account" as contemplated by the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq., and Regulation E, 12 CFR Part 205, and that each electronic communication submitted through the ACH payment service is to be used only for commercial purposes, and never for personal, family or household purposes.

  3. Authorization to Initiate ACH Transactions. By accepting these terms and conditions you authorize Joust and/or its third-party payment service partners to initiate ACH credit and/or debit transactions between your Funding Source and Bank Account. These transactions will either be initiated by you on the Platform (“User Transfers”) or initiated by Joust including, without limitation, transactions based on rules (“Rules”) you have established through the Platform or Services or in connection with the payment of fees and/or other amounts owing by you to Joust in connection with your use of the Platform and the Services. The frequency and amount of these ACH transactions will be determined by the timing and size of your Transfers, by the Rules you establish, and any applicable payment obligations associated with your use of the Platform and the Services. 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 Joust’s third-party payment service partners to initiate ACH credit and/or debit transactions to or from your Funding Source and/or Bank Accounts to correct any erroneous credit or debit activity or to pay any return fees described in Section 6(f) of this Agreement.

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

6. FEES & PAYMENTS

  1. 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. By selecting a subscription plan, you authorize Joust to charge you a recurring monthly payment in the amount you have selected. You agree that each monthly voluntary payment shall be drawn from your Funding Source which may include your Joust bank account. By using the Platform and Services and selecting a payment amount in connection with your use of the Services, you accept the cost of the Services that you have elected to pay. Should Joust’s subscription policy change, we will provide you with notice by sending you an email to the email address in your User Profile.

  2. Change in Fees. We reserve the right to adjust pricing, payment plans, and fees for the Services or any components thereof in any manner and at any time as we may determine in our sole discretion. If you purchase any Services that we offer for a fee, either on a one-time or subscription basis, you agree to pay Joust directly or via its designated third-party payment processor, as applicable. 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 Platform. We may refuse to renew any subscription in our sole discretion.

  3. Incentives. Joust may offer incentives from time to time in its sole discretion to users of its Services, including, without limitation, to registered members or to holders of one of our debit cards issued by our banking partner(s).

  4. Current Fees. Current fees and incentives associated with Bank Accounts can be found at https://www.joust.com/pricing/.

  5. Billing and Payment Policy. All information that you provide to Joust in connection with your registration and use of the Platform and Services, including, without limitation, your credit card information and payment account information, is subject to Joust’s Privacy Policy. We may use a third-party payment service to transfer funds into and out of your Funding Source. By submitting your payment account information, you grant Joust the right to store and process your information with our third-party payment service providers, 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 provider to charge) your Funding Source or any Bank Account any applicable fees associated with your Bank Account or Debit Card or any other amounts owing to Joust in connection with your use or misuse of the Services. Without limiting the foregoing, if any payment or transfer you make from your Bank Account is returned unpaid, you authorize us (or a third-party payment service provider) to make a one-time electronic fund transfer from any Bank Account or your Funding Source to collect an amount equal to the fee charged for such return.

  6. 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 THE PLATFORM FROM TIME TO TIME.

  7. Refunds. Other than when expressly set forth with respect to any of 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 in connection with specific refund promotions or otherwise in Joust’s sole discretion.

7. USER CONTENT

  1. 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 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, you agree that you will provide accurate, complete, and up to date information when requested from you.

  2. 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.

  3. User Content Authorization. You expressly authorize Joust to access information from the bank accounts you maintain online with third-party financial institutions (“External Bank Accounts”) with which you have customer relationships, maintain account(s) or engage in financial transactions (“Account Information”) on your behalf as your agent, and you acknowledge and agree that such Account Information constitutes User Content for purposes of this Agreement. When you use the “Add External Accounts” feature of the Service, you will be directly connected to the website for the External Bank Account you have identified. Joust’s third-party service providers 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 Platform (such as account passwords and usernames) to accomplish the foregoing and to configure the Services so that they are compatible with the External Bank Accounts for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the 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 FINANCIAL INSTITUTIONS, 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 Platform. Joust is not responsible for any payment facilitation errors or fees or other Services-related issues, including those issues that may arise from inaccurate Account Information.

  4. User Content Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Platform or in connection with the Services 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 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 Platform; and (iv) you have the legal right and capacity to enter into these Terms and Conditions in your jurisdiction.

  5. 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 from time to time. 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 the Platform or in connection with the Services. Moreover, Joust may terminate your ability to submit User Content or terminate your Account if Joust determines in its sole discretion for violations of these User Content requirements or the user conduct rules set forth below.

  6. Identifying Information. We may at any time require you to provide additional information in order to verify your identity. This information may include, without limitation, your address, date of birth, social security number or other applicable government identification 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 our third-party partners, including bank partners. More information on how we may use your personal information can be found in the Privacy Policy.

  7. 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 any applicable legal or regulatory requirements; (b) enforce the terms of these Terms and Conditions; (c) respond to claims that any User Content violated or may violate the rights of third parties; and/or (d) protect the rights, property, or personal safety of Joust, its representatives and/or agents, its users or the public.

  8. Notice of Copyright Infringement. Joust does not condone copyright infringement on the Joust Platform and reserves the right to remove content of any kind if properly informed with sufficient evidence that such User Content infringes upon another party’s copyright rights. If you are a copyright owner or an agent thereof and believe that any content on the 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. 220 S Congress Ave Suite 010 Austin, TX 78704

    Email: legal@joust.com

8. USER CONDUCT

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

  • Post or upload images, content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
  • 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 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 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.
  • Engage in harassment. Harassment is not tolerated and includes, but is not limited to: sexual imagery; deliberate intimidation; stalking; following; harassing photography or recording; offensive or abusive verbal language; inappropriate physical contact or threats thereof; and unwelcome sexual attention.
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through Joust.
  • Interfere with or disrupt, or attempt to interfere with or disrupt, a) Joust servers, technology, systems, or networks, or b) third-party servers, technology, systems, or networks used by Joust (“Joust Technology Systems”) or you in connection with your access or use of the Platform or Services (“Third-Party Technology Systems”).
  • Disobey any requirements, procedures, policies, rules or regulations related to Joust Technology Systems or any Third-Party Technology Systems.

9. 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 Platform or Services or any portion of the 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 Platform or Services, other than the search engines and search agents, if any, available through the Services and other than generally available third-party web browsers.
  • 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 Platform or Services.
  • Attempt to decipher, decompile, disassemble, or the Platform or Services.

10. ACCOUNT SUSPENSION/TERMINATION

  1. 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 Platform and/or the Services, or any portion thereof, for any reason; (2) modify or change any applicable policies or Terms and Conditions related thereto (except as expressly set forth in this Agreement or in the Privacy Policy); and (3) interrupt the operation of the Platform and/or the Services, or any portion thereof, as necessary to perform any maintenance or modifications, at our sole discretion.

  2. We may terminate any Account or close any Bank Account at any time with reasonable notice to you and credit any funds held in such Bank Account at the time of termination to your Funding Source. If any Bank 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 Funding Source 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 Privacy Policy. In some cases, such as when we cannot verify your identity or we suspect fraud, you acknowledge and agree that it is reasonable for us to give you notice after the change or account closure or suspension becomes effective. For instance, if we suspect fraudulent activity with respect to your account, we reserve the right to immediately freeze or close your Bank Account prior to giving you notice.

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

11. THIRD-PARTY FINANCIAL INSTITUTIONS AND SUBCONTRACTORS

Joust employs third parties in connection with providing the Services to you. Third-party services are used to, among other things: verify your identity, speed up and streamline account opening, provide you with a bank account and related services, 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 Joust determines is needed by them to provide you with the Services, including, without limitation, the Bank Account or Debit Card Services. 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.

In order to use the PayArmour functionality of Joust's application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Joust to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Platform, and Dwolla account notifications will be sent by Joust, not Dwolla. Joust will provide customer support for your Dwolla account activity, and can be reached at support@joust.com.

You agree Joust may access any account you have set up through our third parties in connection with the Services. We may use that information in order to provide you with the 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 Platform, Joust will retrieve information from your External 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 websites.

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 in connection with Joust’s retrieval of Account Information from third parties. Joust cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any such Account Information or other user data, communications or personalization settings. For example, when displayed through the Platform, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such third-party websites. Such information may be more up-to-date when obtained directly from the relevant websites.

13. ALERTS

  1. 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, your Account, your Bank Account, or in connection with other Services. Electronic alerts will be sent to the email address or mobile number you have provided to us. If your email address or your mobile number changes, you are responsible for promptly informing us of that change. Changes to your email address or mobile number will apply to all of your alerts.

  2. Disclaimer. You understand and agree that any alerts provided to you through the 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

  1. Contents. The contents of the Platform, 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 Platform belong to or are licensed to Joust or its software or content suppliers. Joust grants you the right to view and use the Platform subject to these terms and conditions. You may download or print a copy of information provided on the Platform for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Platform in whole or in part for any other purpose is expressly prohibited without our prior written consent.

  2. Copyright Notice. © Joust Labs, Inc. 2019, all rights reserved. Unless otherwise specified, the content of the Platform 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.

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

    The stylized Joust

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

  4. Feedback. While we welcome your feedback, ideas, and suggestions about the Platform and Services, 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 INTERNET ACCESS AND USE OF MOBILE DEVICES

Use of the Platform and/or Services may be available through a compatible mobile device, computer, internet, and/or telecommunications 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 all agreements applicable to your computer, mobile device, and/or internet and telecommunications use. You are responsible for obtaining any equipment and internet and telecommunications service necessary to access the Joust Platform and Services and for paying any fees for such equipment and the internet and telecommunications services you select.

JOUST MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF INTERNET AND/OR 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 INTERNET AND/OR TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION BY SUCH INTERNET AND/OR TELECOMMUNICATION SERVICE PROVIDERS 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 OR SERVICES 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 JOUST’S 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 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 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, BANK ACCOUNTS, DEBIT CARDS, OR OTHER SERVICES; THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR JOUST ACCOUNTS; ANY INABILITY TO TRANSACT VIA THE PLATFORM 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 TRANSACTION.

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 PLATFORM, THE SERVICES, OR ANY RELATED CONTENT. YOUR ELECTION TO USE THE PLATFORM AND THE SERVICES IS SUBJECT TO ALL DOCUMENTATION REQUIRED TO BE ENTERED INTO BY YOU IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, YOUR ACCEPTANCE OF ANY APPLICABLE AGREEMENTS, TERMS AND CONDITIONS, OR OTHER DOCUMENTS RELATED TO YOUR ACCOUNT, BANK ACCOUNT, DEBIT CARD, AND OTHER SERVICES.

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 Platform and/or Services, (ii) unauthorized access to or alteration of your communications with or through the 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 Platform are the sole responsibility of the users involved.

IN THE EVENT THAT ANY BANK 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 BANK 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 BANK 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, ATTORNEYS’ FEES AND ANY EXPENSES), PENALTIES, LOSSES, CLAIMS OR LIABILITIES ASSOCIATED WITH ANY SUCH DEFICIT IN YOUR BANK ACCOUNT AND ANY ACTION TAKEN BY JOUST TO RECOUP THE SAME.

19. TERM AND TERMINATION

Until and unless your access to the Platform is terminated by either you or Joust, these Terms and Conditions will remain in force. You may terminate your Joust Account from within the Platform or by notifying Joust via email at support@joust.com of your desire to terminate the Account. PLEASE NOTE THAT DELETING THE JOUST APP FROM YOUR MOBILE DEVICE DOES NOT BY ITSELF TERMINATE ANY JOUST ACCOUNT, NOR DOES IT STOP ANY RULES YOU HAVE ESTABLISHED.

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 Bank Account 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 Funding Source in order to receive the funds. Any transactions that attempt to post to a Joust Account following closure thereof (whether by you or Joust) will be returned to the initiator of such payment transactions.

If you do not make use of the Services for a designated amount of time, applicable laws may require Joust or one of our third-party partners to report these funds in your account as unclaimed property. Should this occur, if required by law we will 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 state law.

20. 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 Platform, the Services, and/or the Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Austin, Texas, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and you and Joust hereby expressly waive trial by jury.

This agreement to arbitrate pursuant to this Section 20 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.

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 Western District of Texas 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 and Conditions 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 and Conditions. You hereby waive any and all rights to bring any claims related to these Terms and Conditions 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 and Conditions 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 and Conditions, such termination shall not be effective until 30 days after the version of these Terms and Conditions not containing the arbitration procedures is posted to the Platform, 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.

21. GOVERNING LAW AND FORUM FOR DISPUTES

With the exception of the arbitration provisions contained in Section 20 which are governed by the FAA, this Agreement and the terms and conditions contained herein shall be governed by the laws of the State of Texas 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 above, 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 Services on the terms designated. Your assent to this provision is an indispensable consideration to these Terms and Conditions.

22. 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.

23. 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.