TERMS OF USE AGREEMENT

Last Updated: August 18, 2010

YOU MUST READ AND ACCEPT THIS AGREEMENT BEFORE USING THE SITE

1. ACCEPTANCE OF THE TERMS OF USE

This Terms of Use Agreement (this “Agreement”) sets forth the terms and conditions that apply to your use of the websites located at www.spendgrowgive.com and www.tilefinancial.com (together, the “Site”) and the Site’s tools, functions and features (collectively the “Services”). The Site is owned and operated by TILE Financial Inc., a Delaware corporation (“TILE”). The terms of this Agreement apply whether you are a user who has registered with TILE (a “Member”) or a visitor to the Site.

By checking the “I Agree to the Terms of Use Agreement” box, you accept and agree to be bound by all of the terms and conditions of this Agreement, as modified by TILE from time to time in its sole discretion (see the “Modifications and Changes” section below).

IF YOU DO NOT CHECK THE “I AGREE TO THE TERMS OF USE AGREEMENT” BOX, YOU MAY NOT BECOME A MEMBER AND YOU MAY NOT USE THE SITE OR THE SERVICES FOR ANY PURPOSE.

If you are not eighteen (18) years of age or older, you may not use the Site or the Services unless you have your parent or legal guardian agree to the terms of this Agreement on your behalf.

To maintain a proper record of this Agreement between you and TILE, you should save or print a copy of this Agreement before proceeding.

2. PRIVACY POLICY

For information concerning the obligations of TILE with respect to the collection and use of your personal information, please read TILE’s Privacy Policy located at www.spendgrowgive.com/about/privacy-policy (the “Privacy Policy”), which is hereby incorporated into this Agreement. The Privacy Policy may be updated and/or revised from time to time at TILE’s discretion. Any changes made to the Privacy Policy are effective upon posting the revised policy to the Site.

3. TILE’S INTELLECTUAL PROPERTY RIGHTS

The Site’s text, images, videos, software, products, computer code, graphics, logos, copyrighted material, trademarks, designs, compilations, information and all other elements and materials of the Site and the Services, including the Site’s look and feel (collectively “Intellectual Property”) are protected under United States copyright, trademark and other applicable laws. All Intellectual Property provided by TILE is either licensed or owned by TILE, its partners and/or third-parties. Distributing, copying, displaying, modifying, transmitting, adapting, selling or creating any derivative works from any Intellectual Property in whole or in part for any purpose that is not expressly stated in this Agreement is entirely prohibited without TILE’s prior written consent. By using the Site and the Services or by becoming a Member you do not acquire any right, interest or claim to any portion of the Intellectual Property.

4. USAGE LICENSE TO THE SITE

Subject to the terms and conditions of this Agreement, TILE grants you permission to use the Site and the Services as long as such usage is for private, personal and noncommercial use only and you fully comply with the terms and conditions of this Agreement. TILE reserves all rights not expressly granted to you. Any distribution, reprint or electronic reproduction of any content or other portions of the Site in whole or in part for any other purpose is expressly prohibited without TILE’s prior written consent.

5. USER ACCESS OF THE SITE

Access to most sections of the Site requires login and password information (together,“Login ID”) which is provided to Members only by an authorized financial institution or by TILE. The Login ID is provided for use by the individual Member only and is not assignable or transferable in whole or in part to anyone else. Any user who receives a Login ID by any means other than as stated above is not authorized to use that Login ID and must notify TILE immediately.

Members are required to and are solely responsible for maintaining the strict confidentiality of their Login IDs. Members must not share their Login IDs with anyone else and must immediately notify TILE of any suspected improper or illegal use of their Login IDs. Members are solely responsible for losses or damages that may occur as a result of improper handling or use of their Login IDs.

TILE is not liable for any damages, harm, or injury that arises from the theft or disclosure of your Login ID regardless of how it occurs.

6. MEMBER INFORMATION

For the purposes of providing and operating the Site and the Services, TILE may be provided with or collect personal information including, without limitation: name; age; gender; Social Security Number; Internet Protocol Address; geographic location; email address; telephone number; addresses; financial information from bank, investment, credit or charitable accounts (including account numbers, transaction details, balances, credit history, expenditures and donations); and other information that relates to the Member (collectively “Member Information”). This Member Information is provided to TILE by the Member, financial institutions, financial advisors, parents, nonprofit organizations and/or any other authorized third-parties.

By using the Site and/or the Services, you expressly authorize TILE to actively access or receive any Member Information maintained by identified third-parties that are authorized to maintain this information on your behalf as your agent. Solely to provide and to maintain the Site and the Services, you grant TILE a limited power of attorney and appoint TILE as your attorney-in-fact and agent to seek out, gather, collect and receive Member Information from third-parties and to use such information with the full power and authority to do and perform each act necessary in connection with these activities. You acknowledge and agree that when TILE is accessing, retrieving or receiving Member Information from third-parties, TILE is acting solely as your agent and ultimately you are responsible for TILE’s use of such information. By using the Site and/or the Services, you hereby grant TILE a non-exclusive license to your Member Information as well as any other information gathered during your usage of the Site and the Services solely for purposes permitted and outlined by the Privacy Policy and by this Agreement.

It is the sole responsibility of the Member to ensure the accuracy, legality, confidentiality and safety of the Member Information as it is delivered to, maintained by and displayed by TILE. TILE does not review and of the Member Information and makes no guarantee as to the authenticity, accuracy, safety, legality, delivery or timeliness of the Member Information as it is provided to or collected by TILE. Certain Member Information may not be updated regularly or frequently. To receive the most accurate information, a Member should access the information directly from the institution or organization that provides it to TILE. TILE will not be responsible for any inaccuracies in or the timeliness of any Member Information.

7. THIRD-PARTY LINKS

The Site may contain links to third-party websites, content or services that are not owned or controlled by TILE. These links, which may be terminated at any time, are provided as a convenience to you only for informational purposes and the existence of such links should not be construed as an endorsement, approval or verification by TILE of the websites, companies or products. By accessing these third-party websites, you are doing so at your own risk. TILE has no control over the practices or content of these websites and encourages you to read the individual terms of use, privacy and security policies of these websites.

TILE assumes no responsibility for the content, accuracy, practices or opinions of any third-party websites or third-party services. You hereby relieve TILE of any and all liability arising from your use of third-party websites and/or provided services therein.

8. PROHIBITED USES OF THE SITE AND SERVICES

You agree that you will not use the Site or the Services for any purpose that is unlawful or prohibited by this Agreement. You are responsible for complying with all applicable rules, laws, and regulations when accessing or using the Site or the Services. More specifically, you agree that you will not:

reproduce, distribute, copy or display any part of the Site or the Content in any form without TILE’s prior written authorization;
use TILE’s name, trademarks, copyrights, or logos without TILE’s prior written authorization;
alter or modify the Site in any manner;
access the Site from any location or territory where the use or access of the Site or the Services is illegal;
violate other Members’ rights, third-party rights, or TILE’s policies;
supply inaccurate or purposefully misleading Member Information;
circumvent, violate, disable, disarm, remove or interfere with TILE’s security measures that protect the Site, Services, Content, Member Information or TILE’s Intellectual Property;
threaten, harass, abuse or harm through verbal, written, physical or other means any TILE Member, employee, partner, officer or associate;
defraud TILE, its partners or associated third-parties;
disseminate viruses, spyware, worms, trojan horses, spam, denial-of-service attacks or other technological devices that may disrupt or harm TILE, the Site, the Services or TILE’s interests or property;
send inappropriate, illegal or explicit material including text, images, videos, or sounds to TILE or Members;
attempt to gain unauthorized access to the Site or any part of it including other Member accounts, networks, computer systems, data storage devices or email accounts through any illegal or unauthorized means such as hacking or password gathering;
attempt to interfere with the normal workings or activities of the Site; or
attempt to uncover the source coding of the Site, or any part thereof, through reverse engineering, disassembling, or other technological means.

9. TERMINATING USAGE

TILE, in its sole discretion and for any or no reason, may terminate your account, your membership and/or your use of the Site and the Services, and delete any record or information pertaining to your account or your use of the Site or the Services, at any time, with or without notice. TILE may also, in its sole discretion and at any time, discontinue providing you access to the Site, the Services or any part thereof, with or without notice. By accepting this Agreement, you acknowledge and agree that any such termination may occur with or without notice and that you will hold harmless TILE, its employees, officers, agents and partners for such termination.

If you violate or intend to violate this Agreement in any manner, TILE reserves the right to terminate your account, notify appropriate law enforcement agencies and/or take legal action against you. These rights are in addition to any other rights that TILE may have at law or in equity.

Termination of your account, your membership or your access to the Site and/or the Services by you or by TILE does not release you from the covenants, representations, and warranties and indemnities as stated in this Agreement.

If you wish to terminate your membership you must notify TILE by writing to info@tilefinancial.com. The termination process as initiated by a Member is explained in the Privacy Policy.

10. GOVERNING LAW

The Site and the Services (excluding linked sites) are controlled by TILE from its offices in the State of New York, United States of America. By accessing the Site and/or using the Services, both you and TILE agree that the laws of the State of New York, without regard to the conflicts of law principles thereof, will apply to all matters relating to use of the Site and the Services. You and TILE also agree and hereby submit to the exclusive personal jurisdiction and venue of the New York state and U.S. federal courts sitting in New York County, New York, USA with respect to all such matters. Users accessing the Site or using the Services from jurisdictions outside of New York State do so on their own initiative and are responsible for compliance with all applicable local laws. TILE shall not be liable for any damages, including, without limitation, direct, incidental, special, consequential or punitive damages, in connection with or arising from your use or from your inability to use the Site or the Services.

11. TILE IS NOT A FINANCIAL ADVISOR OR BROKER

The Site and the Services are not intended to provide legal, tax or financial advice of any kind. The content on the Site, including news, data and other information, is provided by TILE for your personal information only, and is not intended for trading or investment purposes or as an offer to sell or the solicitation of an offer to buy any securities or financial products. Content on this site does not provide any form of advice (investment, tax or legal). TILE is not a registered investment advisor or broker-dealer and does not provide investment advice or recommendations to buy or sell securities, to hire any investment advisor or to pursue any investment or trading strategy. TILE does not endorse or recommend the services of any brokerage company or investment advisor. You are strongly advised to speak with a qualified professional before implementing any financial or investment strategy.

You acknowledge and agree that TILE is not affiliated with, and will have no responsibility or liability with respect to, any financial or investment advice or other plans, proposals or information provided to you by the financial institution or financial advisor which referred you to TILE or assisted you in establishing your account or membership.

12. NO WARRANTIES

THE USE OF THE SITE AND THE SERVICES IS SOLELY AT YOUR OWN RISK. THEY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TILE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE CONTENT AND/OR SERVICES OFFERED ON THE SITE) WHETHER EXPRESSED OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TILE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT AND SERVICES THAT MAY BE AVAILABLE THROUGH THE SITE ARE 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. TILE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACTIONS OF ANY MEMBER OR OTHER USER WHO USES THE SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TILE MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITE IS TO CEASE TO USE THE SITE.

13. LIMITATION OF LIABILITY

TILE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY 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 SITE, YOUR USE OF THE SERVICES OR THIS AGREEMENT, EVEN IF TILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TILE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO $500 (FIVE HUNDRED UNITED STATES DOLLARS).

14. INDEMNIFICATION

You agree to indemnify, defend and hold harmless TILE, its officers, employees, agents and partners from and against any and all claims, losses, obligations, damages, costs and expenses, including but not limited to attorney’s fees and costs, to the extent arising out of or attributable to any breach, misuse or violation of this Agreement by you or your agents or representatives.

15. MODIFICATIONS

TILE reserves the right to update, change and modify this Agreement at any time without prior notice to you. Any and all revisions will be posted online at www.spendgrowgive.com/about/terms-of-use with the date of last revision clearly visible. Your continued use of the Site and/or the Services shall be deemed as acceptance of the revised Agreement and you will be bound by any and all revisions to this Agreement. You agree that it is your responsibility to routinely check this Agreement for any such revisions and it is not TILE’s responsibility to notify you of such revisions.

16. MISCELLANEOUS

If TILE does not choose to exercise or enforce any provision, right, or remedy of this Agreement it will not be deemed as a waiver of such provisions, rights, or remedies by TILE.

If any provision or section of this Agreement is deemed illegal, unenforceable, or void in any jurisdiction, then that portion shall be stricken from this Agreement and shall not affect the validity, enforceability or legality of the Agreement as a whole.

This Agreement represents the entire agreement between you and TILE regarding the subject matter herein and supersedes and replaces any and all previous or contemporaneous agreements with respect thereto, whether written or oral.

This Agreement may not be amended or modified orally.

The Site and the Services are offered by

TILE Financial Inc., located at 41 East 11th Street, 11th Floor, New York, NY 10003.

You may contact TILE by email at info@tilefinancial.com or by telephone at 1-877-311-TILE (8453).

Click here to read TILE’s Privacy Policy.