End User License Agreement

Last Updated January 1, 2022

The Application (as defined below) is licensed to you, the end user (“You”), by Jon D. Rock Inc., a Delaware corporation located at 30 Wall St., New York, NY 10005 (“Licensor”), for Your personal use in accordance with the terms of this End User License Agreement (this “License Agreement”).

By downloading the Application from the Apple App Store, including any update(s) thereto (as permitted by this License Agreement), You accept the terms of this License Agreement and agree to be bound by all of its terms and conditions.

You and Licensor acknowledge and agree that Apple is not a party to this License Agreement and that Apple is not bound by any provisions or obligations with regard to the Application, such as warranty, liability, maintenance and support thereof. Licensor, not Apple, is solely responsible for the Application and the contents and functionality thereof.

This License Agreement may not provide for usage rules for the Application that are in conflict with the latest Apple App Store terms and conditions. Licensor acknowledges that it has had the opportunity to review the latest Apple App Store terms and conditions and this License Agreement is not conflicting with them.

All rights related to the Application that are not expressly granted to You herein are reserved.

1. The Application

The Application is a mobile application, customized for Apple mobile devices, that is intended to assist users with their financial planning by helping them view and optimize their personal finances in real-time.

2. Scope of License

1. Subject to your strict compliance with the terms of this License Agreement, You are hereby granted a limited, non-transferable, non-exclusive, non-sublicensable license to install and use, for your personal and non-commercial use, the Application on any Apple-branded product that You own or control, with the exception that such licensed Application may be accessed and used, subject to the terms of this License Agreement, by other accounts associated with You via Family Sharing. The Application is protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and/or other intellectual or proprietary rights and laws of the United States and other countries. Except as otherwise indicated on the Application and except for the intellectual property of other companies that may be displayed on the Application, all intellectual property related to the Application, such as trademarks, service marks, logos, trade dress, and trade names are proprietary to the Licensor. 
2. The license granted herein will also govern any updates of the Application provided by Licensor that replace, repair, and/or supplement the Application, unless a separate license is provided for any such update in which case the terms of that separate license will govern.
3. You may not share or make the Application available to third parties (unless expressly permitted by this License Agreement), sell, rent, lend, lease or otherwise redistribute the Application.
4. You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with Licensor’s prior express written consent).
5. You may not copy (except as may be expressly authorized by this License Agreement) or alter the Application or portions thereof. You may create and store temporary copies only on devices that You own or control subject to the terms of this License Agreement, the Apple App Store terms and conditions, and any other terms and conditions that apply to the device or software used. You may not remove, alter or obscure any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. 
6. Violations of the obligations mentioned above, as well as any other attempted infringement of rights, may be subject to prosecution and damages. 
7. Licensors may change this License Agreement from time to time and without prior notice to You. If Licensor makes a change to this License Agreement, it will be effective as soon as Licensor posts it, and the most current version of this License Agreement will always be posted available in the Application. You agree that you will review this License Agreement periodically. By continuing to access or use the Application after the Licensor posts an updated License Agreement, You agree to be bound by the updated License Agreement, and if You do not agree to the updated License Agreement, You must stop using the Application. The updated License Agreement will govern any disputes between You and Licensor, even if the dispute arises or involves facts dated before the “Last Updated” date of the then-current License Agreement. 
8. Nothing in this License Agreement should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with all applicable third-party terms and conditions.

3. Technical Requirements

1. The Application requires a firmware version 1.0.0 or higher. Licensor recommends using the latest version of the firmware. 
2. Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
3. You acknowledge that it is Your responsibility to confirm and determine that the device on which You intend to use the Application satisfies the technical specifications mentioned above. 
4. Licensor reserves the right to modify the technical specifications as it sees appropriate at any time without notice.

4. Maintenance and Support

1. The Licensor is not responsible for providing any maintenance or support services for the Application.
2. Licensor and You each acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Application.

5. Use of Data

You acknowledge that Licensor will be able to access and adjust any content that you input into the Application (which may include your personal information), and that Licensor’s use of such material and information is subject to Your legal agreements with Licensor and Licensor’s privacy policy. http://www.jondrock.com/privacypolicy (the “Privacy Policy”).

6. Contribution License

You agree that the Licensor may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings) in the Application.

By submitting suggestions of other feedback regarding the Application, You agree that the Licensor can use and share such feedback for any purpose without compensation to You. 

The Licensor does not assert any ownership over Your contributions. You retain full ownership of all Your contributions and any intellectual property rights associated Your contributions. Licensor is not liable for any statements or representations in Your contributions provided by You in any area of the Application. You are solely responsible for Your contributions to the Application and You expressly agree to exonerate and indemnify Licensor from any and all responsibility and to refrain from any legal action against us regarding Your Contributions.

7. Disclaimer

THE APPLICATION AND ALL CONTENT ON THE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE SPECIFIED BY LICENSOR IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, LICENSOR DISCLAIMS, WITH RESPECT TO THE APPLICATION AND ALL CONTENT ON THE APPLICATION, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION AND ALL CONTENT ON THE APPLICATION WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE APPLICATION AND ALL CONTENT ON THE APPLICATION WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APPLICATION AND ALL CONTENT ON THE APPLICATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS OR OTHERWISE. YOU (AND NOT LICENSOR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION RELATING TO YOUR USE OF THE APPLICATION AND ALL CONTENT ON THE APPLICATION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

LICENSOR WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES OR OTHER DAMAGES RESULTING, DIRECTLY OR INDIRECTLY, FROM SUCH CAUSES.

LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE APPLICATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE ADVICE OR RECOMMENDATIONS. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE APPLICATION IS SOLELY AT YOUR OWN RISK.

8. Limitation of Liability; Indemnification

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE), EVEN IF LICENSOR HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, NEGLIGENCE, TORT OR ANY OTHER ACTION OF ANY TYPE THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE APPLICATION.

LICENSOR ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF OR DOWNLOADING OF ANY MATERIALS FROM THE APPLICATION. LICENSOR ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES OR MATERIALS AVAILABLE ON OR THROUGH THE APPLICATION, AS WELL AS ANY THIRD-PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THE APPLICATION, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER OR INACCURACY CONTAINED THEREIN, OR HARM TO ANY PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, TORT OR ANY OTHER ACTION, OF ANY TYPE EXCEED THE LESSER OF (A) THE AMOUNT PAID BY YOU TO LICENSOR FOR THE APPLICATION, IF ANY, AND (B) $500. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PROVIDED BY APPLICABLE LAW.

YOU AND LICENSOR AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS LICENSE AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS LICENSE AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS LICENSE AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS OF USE. YOU AND LICENSOR AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS LICENSE AGREEMENT ARE FAIR AND REASONABLE UNDER THE CIRCUMSTANCES. EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICATION, WHICH YOU MAY DO AT ANY TIME.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSOR, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY ACTUAL OR ALLEGED CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO YOUR VIOLATION OF THIS LICENSE AGREEMENT.

9. Termination and Violation of this License Agreement

Your rights under this License Agreement will terminate automatically without notice if you fail to comply with any term of this License Agreement. Licensor reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Application (or any part thereof), including but not limited to the Application’s features, look and feel and functional elements and related services. 

Licensor will have no liability whatsoever on account of any change to the Application or any suspension or termination of Your access to or use of the Application. You may terminate this License Agreement at any time by closing your account, uninstalling all instances of the Application and ceasing use of the Application.

Upon termination of this License Agreement for any reason or no reason: (a) Your rights to access the Application will terminate and you must immediately cease all use of the Application; and (b) any provision of this License Agreement that contemplates or governs performance or observance subsequent to termination of this License Agreement will survive the termination of this License Agreement.

Licensor reserves the right to seek all remedies available at law and in equity for violations of this License Agreement, including, without limitation, the right to block access to the Application from a particular account, device and/or IP address.

You may not assign or transfer this License Agreement or your rights under this License Agreement, in whole or in part, by operation of law or otherwise, without Licensor’s prior written consent. Licensors may assign this License Agreement in whole or in part at any time to any entity without Your notice or consent. Any purported assignment by You in violation of this section shall be null and void.

10. Third Party Terms of Agreements and Beneficiary

Licensor represents and warrants that it will comply with applicable third-party terms of agreement when using licensed Application. 

In accordance with Section 9 of the “Instructions for Minimum Terms of Developer’s End-User License Agreement,” Apple and Apple’s subsidiaries shall be third-party beneficiaries of this License Agreement and upon Your acceptance of the terms and conditions of this License Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this License Agreement against You as a third-party beneficiary thereof.

11. Intellectual Property Rights

Licensor and You acknowledge that, in the event of any third-party claim that the Application or Your possession and use of the Application infringes on the third party’s intellectual property rights, Licensor, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

12. Third Party Sites

The Application may contain links to certain websites and applications that are owned, controlled, developed, sponsored or maintained by third parties and which may be subject to additional terms and conditions (“Third Party Sites”). Licensor does not review, monitor, operate or control Third Party Sites and Licensor makes no guarantees, representations or warranties as to, and shall have no liability for, the content available on or through or the functioning of any Third Party Sites. By providing access to Third Party Sites, Licensor is not recommending or otherwise endorsing the products or services provided by the sponsors or owners of those Third Party Sites. Your access to and use of Third Party Sites, including, without limitation, providing information, materials or other content to Third Party Sites, is entirely voluntary and at your own risk. Licensor reserves the right to discontinue links to any Third Party Site at any time and for any reason, without notice.

13. Governing Law

The offer and acceptance of this License Agreement is deemed to have occurred in the State of Delaware. All matters relating to the Application, this License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Subject to the provisions regarding arbitration below, any legal suit, action or proceeding arising out of, or related to, the Application or this License Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in New Castle County, Delaware. Each party hereby waives any and all objections to the exercise of jurisdiction over it by such courts and to venue in such courts.

14. Dispute Resolution

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY. IT LIMITS THE WAYS YOU CAN SEEK RELIEF FROM LICENSOR AND REQUIRES YOU TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS.

At Licensor’s sole discretion, Licensor may require you to submit any disputes arising from the Application or this License Agreement, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law and taking place in Wilmington, Delaware. 

ARBITRATION PROCEDURES ARE TYPICALLY SUBJECT ONLY TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN LICENSOR AND YOU IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE. 

Notwithstanding the foregoing, the Licensor will have the right to seek injunctive or other equitable relief in any state or federal court located in the State of Delaware to enforce this License Agreement or prevent an infringement or violation of a third party’s rights. In the event such equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such courts.

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with the Application or this License Agreement, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.

15. Waiver of Class or Consolidated Actions

BY ENTERING INTO THIS LICENSE AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE APPLICATION OR THIS LICENSE AGREEMENT MUST BE ASSERTED INDIVIDUALLY.

16. Miscellaneous

1. Any waiver by Licensor of any term of this License Agreement must be in writing. Except as otherwise provided in this License Agreement, if any portion of this License Agreement is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this License Agreement shall continue to be enforceable and valid according to the terms contained herein.
2. This License Agreement shall constitute the entire agreement between You and Licensor concerning the Application.

17. Mobile App In – App Purchase

Jon D. Rock offers In – App purchase options that provide access to the functionalities of the application. This is done on a monthly recurring basis. Payments will be processed through the iTunes App Store from which you originally downloaded the application. You may access the applicable “in – app” purchase rules and policies from the app store. 

If you wish to request a refund or handle payment related issues you may do so by contacting the iTunes App Store directly.

18. Contact Information

The Application is operated by a Licensor. For general inquiries, complaints, questions or claims concerning the this License Agreement or the Application, please contact:

Jon D. Rock, Inc.
30 Wall St.
New York, NY 10005
info@jondrock.com