Welcome to Earned!  We are glad you are here. This Digital Properties User Agreement (the "Agreement") provides the terms and conditions under which Earned Wealth Operating Company, Inc. (“we,” “us,”, “our,“ and “Earned”) makes available to users, including clients and non-clients, one or more websites (such as www.earned.com) and software program application(s) ("App") which collectively are the "Digital Properties."  The Digital Properties provide a platform through which users can learn about or access a range of financial products and services such as wealth management, tax and accounting, insurance, retirement plans, and payroll that are designed primarily to help doctors and their practices.  Please read this entire Agreement and the accompanying Privacy Policy before electronically signing and confirming receipt.

1. Digital Properties are Intended for the United States Only

The Digital Properties are operated from the United States.  They are intended for access and use solely within the United States and by U.S. residents.  The Digital Properties and their content are not appropriate or available for use in other jurisdictions.  If contrary to this disclosure and disclaimer you access the Digital Properties from outside the United States, you are responsible for complying with local laws.  Each time you access the Digital Properties for any purpose, you represent that you are not located in or a national or resident of any other country.

2. Scope and Covered Affiliates

This Agreement is between you and Earned and applies to Earned and all of its subsidiary companies whose content appears on or is linked to the Digital Properties.  This includes but is not limited to Earned Wealth Advisors, LLC (“EWA”), an investment adviser registered with the United States Securities and Exchange Commission.  Content prepared by or about EWA will be indicated as such.  EWA has an agreement with Earned under which Earned provides support and administrative services including maintaining EWA content on the Digital Properties.  EWA is not responsible for the content about other affiliates that appears on the Digital Properties   Only EWA among the Earned affiliates provides investment advisory and fiduciary services, but does not do so through the Digital Properties, and only provides investment advice subject to a separate written agreement.  All other services are provided by other Earned affiliates.

3. Changes to the Agreement and Location of Legal Documents

This Agreement is subject to change and we may amend it from time to time. Your continued use will indicate your acceptance of the revised Agreement. The licenses, user obligations, and authorizations described herein are ongoing. You will be able to view the most recent versions of the Agreement and our Privacy Policy under the "Legal" section of each Digital Property.  You acknowledge that it is your responsibility to keep up to date with the latest versions.

Under the “Legal” section on the Digital Properties you also will find the most recent EWA disclosure brochure on Form ADV Part 2A discussing EWA’s investment advisory operations, services, and fees.  Additional Information about EWA and its advisors is also available online at https://adviserinfo.sec.gov/ by searching for “Earned Advisors.”  Earned, the parent company of EWA, makes these EWA materials available on the Digital Properties as a service to EWA.  Earned itself does not offer investment advice or investment advisory services and is not acting as an investment adviser.

4. Consent to Electronic Records and Signature

The Agreement as well as the Digital Properties themselves include important disclosures that are associated with the Digital Properties and Earned’s products and services. When you click "I agree" you will be consenting to electronic delivery of this Agreement, our Privacy Policy (down below which incorporates and links to the Earned Privacy Notice), and disclosures that appear on the Digital Properties.  By clicking "I agree" you will also be providing your electronic signature that will affirm:

You understand and intend that the Agreement is legally binding and the equivalent of a signed, written contract;

You will use the Digital Properties in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the Agreement; and

You understand, accept, and have received the Agreement and its terms and conditions, will be able to receive and review additional disclosures within the Digital Properties, and acknowledge receipt of our Privacy Policy including Privacy Notice.

5. Co-Branded App with Physician on Fire

If you learned about Earned Wealth Advisors through Physician on Fire ("PoF"), you likely downloaded a co-branded version of our App which includes links to content created by PoF.  In consideration of our close relationship with PoF, EWA pays cash compensation to PoF for any PoF member who ultimately decides to hire EWA for wealth management services.  There are tabs in the App that will indicate when you leave Earned and link to PoF's website which includes promotional and educational content from PoF and other third parties.  Please review any PoF disclosures or disclaimers there.  Earned has not reviewed nor is it responsible for PoF content which may include third party materials.

6. User Information and Requests, Becoming a Client, and Client Portals

You will be asked to sign-up and/or register to use the Digital Properties. You understand and agree that Earned and its affiliates will use that information to provide you with content through the Digital Properties and offer you products and services and to become a client if you are not one already.  When you submit information such as in response to a “Get Started” or “Subscribe to Newsletter” prompt, you acknowledge that an Earned employee or agent may contact you to understand your potential financial needs whether it be wealth management, insurance, tax and accounting, retirement plans, and/or payroll services.  This is a required step before becoming a client, as is signing a separate client contract with Earned or one of its affiliates.  Certain links from the Digital Properties connect to Earned affiliates and their websites and to client log in pages for tools that enable things such as document upload and storage, account aggregation, and tax preparation and bookkeeping.  You agree to read disclosures and terms and conditions that appear on or govern those different sites and understand that tools provided by third parties may enable those third parties to access any personal information you enter or upload into those tools.

7. Nature of and Reliance on Information

The Digital Properties contain general information pertaining to wealth management, tax and accounting, insurance, and other related financial topics. This includes investment-related information, publications, and links. All charts, graphs, and examples are for illustrative purposes only and are not intended to serve as investment advice.  The availability and effectiveness of any strategy is dependent upon your individual facts and circumstances.  You should not rely on general information alone for making investment or other financial decisions. Results will vary, and no suggestion is made about how any specific solution would perform for any given investor. The Digital Properties should not be construed by any user and/or prospective client as Earned’s solicitation of securities or the rendering of personalized investment advice. Please contact us for more complete information based on your personal circumstances and to obtain personal individual investment and financial advice.  Investing involves market risk, including possible loss of principal and investment objectives are not guaranteed.

8. Third Party Links and Content

Earned does not make any representations as to the accuracy, timeliness, suitability or completeness of any information prepared by any unaffiliated third party, whether linked to or incorporated into the Digital Properties' content. All such information is provided solely for general education and convenience purposes only.  All third party trademarks, including logos and icons, referenced in the Digital Properties are the property of their respective owners.

9. No tax or legal advice

Earned does not act as attorneys or accountants and no portion of the information on the Digital Properties should be considered as legal, accounting or tax advice. We recommend that you seek the advice of a qualified attorney and accountant.

10. Use of Digital Money Management Tools

The Digital Properties include your ability to use personal money management tools and services such as storage of important documents ("Vault"), data aggregation for your various financial accounts, calculators, and financial and budget planning tools (collectively these are our "Money Management Tools").  These tools involve accessing services provided by third-party vendors and licensors of Earned ("Service Providers").  You acknowledge that the Service Providers, as the result of your use of the Money Management Tools, will store certain information you enter or copy into the Money Management Tools.  Among other things this Agreement is intended to protect Serv ice Provider rights and limit their potential liability to you.

11. Provide Accurate Information

You represent and agree that all information you provide to us in connection with the Money Management Tools is and will be accurate, current, and complete. You agree not to misrepresent your identity or account information. You agree to keep account information secure, up to date and accurate. You represent that you are a legal owner, or an authorized user, of the accounts at third party sites which you include or access through the Money Management Tools, and that you have the authority to (i) designate us and our Service Providers as your agent, (ii) use the Money Management Tools, and (iii) give us and our Service Providers the passwords, usernames, and all other information you provide.

12. Content You Provide

Your use of the Money Management Tools is your authorization for Earned or its Service Providers (on an as-needed basis to provide the particular Money Management Tool), as your agent, to access third party sites which you designate in order to retrieve information. You are licensing to Earned and its Service Providers any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the Money Management Tools. You authorize us or our Service Providers to use any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the Money Management Tools or that we or our Service Providers retrieve on your behalf for purposes of providing the Money Management Tools, to offer products and services, and for other permissible business purposes. Except as otherwise provided herein, consistent with our Privacy Policy, we or our Service Providers may store, use, change, or display such information or create new content using such information..

13. Authority to Access Information

Unless and until this Agreement is terminated, you grant Earned and its Service Providers (with respect to the particular service a Service Provider renders) the right to access information at third-party sites on your behalf. Third-party sites shall be entitled to rely on the authorizations granted by you or through your account. For all purposes hereof, you hereby grant Earned and its Service Providers the right to access third-party sites to retrieve information, use such information, as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. Upon notice to Earned, you may (i) revoke Earned's right to access information at third party sites on your behalf, or (ii) subject to other terms of this Agreement, request deletion of information collected from third party sites. You understand and agree that the Money Management Tools are not sponsored or endorsed by any third-party site. YOU ACKNOWLEDGE AND AGREE THAT WHEN EARNED OR ITS SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD-PARTY SITES, THEY ARE ACTING AT YOUR REQUEST AND WITH YOUR PERMISSION AND AUTHORIZATION, AND NOT ON BEHALF OF THE THIRD-PARTY SITES.

14. Third Party Accounts

With respect to any third-party sites we may enable you to access through the Money Management Tools or with respect to any non-Earned accounts you include in the Money Management Tools, you agree to the following:

You are responsible for all fees charged by the third party in connection with any non-Earned accounts and transactions. You agree to comply with the terms and conditions of those accounts and agree that this Agreement does not amend any of those terms and conditions. If you have a dispute or question about any transaction on a non-Earned account, you agree to direct these to the account provider.

Any links to third party sites that we may provide are for your convenience only, and Earned  and its Service Providers do not sponsor or endorse those sites. Any third-party services, which you may be able to access through the Money Management Tools, are services of the listed institutions. Neither we nor our Service Providers have responsibility for any transactions and inquiries you initiate at third party sites. The third-party sites you select are solely responsible for their services to you. Neither we nor our Service Providers are liable for any damages or costs of any type arising out of or in any way connected with your use of the services of those third parties.

15. Limitations of Digital Properties and Money Management Tools

When using the Digital Properties including the Money Management Tools, you may incur technical or other difficulties. Neither we nor our Service Providers are responsible for any technical or other difficulties or any resulting damages that you may incur. Any information displayed or provided as part of the Money Management Tools is for informational purposes only, does not represent an official record of your account, may not reflect your most recent transactions, and should not be relied on for transactional purposes. We and our Service Providers reserve the right to change, suspend or discontinue any or all of the Money Management Tools at any time without prior notice. In the event that Money Management Tools are discontinued, your information shall be retained in accordance with this Agreement and the applicable privacy policy.

16. Ownership and Intellectual Property

You agree that Earned and its Service Providers, as applicable, retain all ownership and proprietary rights in the Digital Properties and Money Management Tools, associated content, technology, and the Digital Properties. Unauthorized use of the Digital Properties, or the resale of content or Money Management Tools without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to our content or Money Management Tools in any format to any third party. Except for the licenses granted herein, you have no right, title or interest in or to the Money Management Tools or any content on the Digital Properties. You agree that Earned, its licensors, or Service Providers (as the case may be) retain all proprietary right, title and interest to the Digital Properties and their content, including copyright, trademarks, trade dress, logos, service marks, slogans and all other intellectual property rights, in and to the Money Management Tools and other content.  This includes, without limitation: text, images, tools, videos, listings, clips, market data and information, graphics, and other multimedia data whether static, dynamic, downloadable, or interactive.

17. Limited and Conditional User License Granted

Subject to the terms of this Agreement, including but not limited to the ownership and intellectual property rights listed above, Earned grants you limited and conditional permission to access and use the Digital Properties. This conditional user license granted to you is non-exclusive and non-transferable.

18. User Conduct and Restrictions

You are solely responsible for the content of all data you store or retrieve from the Money Management Tools. You agree not to use the Digital Properties, the Money Management Tools or the content or information delivered through the Money Management Tools in any way that would: (a) be fraudulent or involve the sale of counterfeit or stolen items, including but not limited to use of the Money Management Tools to impersonate another person or entity; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, anti-spam, and false advertising); (c) create liability for Earned or its Service Provider or cause Earned to lose the services of our Service Providers; (d) access the information and content on the Digital Properties including the Money Management Tools programmatically by macro or other automated means; (e) use the Digital Properties and Money Management Tools in such a manner as to gain unauthorized entry or access to computer systems; you agree not to use the Digital Properties to: (i) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (ii) advertise or promote a commercial product or service; (f) store or transmit any file containing: (i) unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable material of any kind or nature; (ii) any material that encourages conduct that could constitute a criminal offense; (iii) any code or material that violates the intellectual property rights or rights to publicity or privacy of others; (g) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, or cancelbots; (h) interfere with or disrupt servers or networks connected to our Service Providers or violate the regulations, policies or procedures of such networks; (i) access or attempt access to other accounts, computer systems or networks connected to the Digital Properties, through password mining or any other means; and (j) harass or interfere with another user's full use and enjoyment of the Digital Properties.

19. Access Credentials and Security

If you have access credentials such as a user ID and password (“Access Credentials”) to non-public areas of the Digital Properties such as to establish and maintain an account, you are responsible for the confidentiality and use of those Access Credentials.  You are responsible for all activity conducted through and under your Access Credentials, and any instructions received by Earned or its subsidiaries under your Access Credentials will be deemed to have been received from you.  Earned has no responsibility to inquire as to the authority or propriety of any instructions given to Earned by you or a person who has logged on to a Digital Property using your Access Credentials.

You agree not to hold Earned liable for any damages of any kind resulting from your decision to disclose your Access Credentials to any third party including but not limited to persons who are or claim to be acting as your agent, proxy, or advisor.  You accept full responsibility for monitoring your account and activities conducted under your Access Credentials. If you inform Earned or Earned has reason to believe that the security of your Access Credentials may be, or has been, compromised, Earned has the right to terminate your use of the Digital Properties to protect you and Earned. You agree to notify Earned immediately if you become aware of any loss, theft or unauthorized use of your Access Credentials.  If this happens, you agree to cooperate with Earned in any investigation and to take corrective measures to guard against further fraudulent activity.  In no event are you authorized to share your Access Credentials with any entities that aggregate account information or website content.  This is strictly prohibited.

If you have been granted access to the Digital Properties for demonstrative, sample or provisional reasons, you agree that such access is granted only for the purposes of understanding the functionality of the Digital Properties, that none of the content may be used for any other purpose and, in all other respects, your use is subject to the terms of this Agreement.

20. Non-Encrypted Communications

Electronic communications to or from the Digital Properties may not be encrypted.  You acknowledge that there is no guarantee that data, including email, electronic and wireless communications, and personal data, cannot be accessed by unauthorized third parties.

21. Chat Functionality

The Digital Properties may include live chat functionality ("Chat"), which allows real-time interactions between you and Earned for you to provide feedback to Earned. All of the Chat interactions may be recorded, are subject to recordkeeping and monitoring, and may be shared with Service Providers who provide technology and functions used in the Chat feature.  Chat is not intended to provide you with any advice or recommendations including regarding the purchase or sale of securities or investment management strategies.  Do not attempt to place account orders through Chat. Earned does not control the messages, information or files delivered via Chat by you or third parties. It is a condition of your use of Chat and the Digital Properties that you do not: 

1. post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; 

2. post or transmit any information, software or other material which violates or infringes the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder; 

3. post or transmit any virus or any information, software or other material which contains a virus or other harmful component; 

4. post or transmit or in any way exploit any information, software or other material for commercial purposes or which contains advertising.

5. post or transmit any personal financial or otherwise confidential information.

22. General Disclaimer

The Digital Properties including the Money Management Tools are not intended to provide legal, tax or financial advice. The Money Management Tools, or certain portions and/or functionalities thereof, are provided as strictly educational in nature and are provided with the understanding that neither Earned nor its Service Providers are engaged in rendering accounting, investment, tax, legal, or other professional services through the Digital Properties.  Clients of Earned are subject to one or more other agreements that set forth the terms and conditions under which Earned provides professional services.  If you as a user of the Digital Properties need legal or other professional advice including financial, is required, the services of a competent professional person should be sought. Earned and its third-party providers specifically disclaim any liability, loss, or risk which is incurred as consequence, directly or indirectly, of the use and application of any of the content on the Digital Properties. Further, Earned and its third-party providers are not responsible for any credit, insurance, employment or investment decisions or any damages or other losses resulting from decisions that arise in any way from the use of the Money Management Tools or any materials or information accessible through the Digital Properties.  As noted, certain users of the Digital Properties also may be clients of one or more Earned subsidiaries each of which has a separate professional services agreement. Earned and its third-party providers do not warrant that the Money Management Tools comply with the requirements of any particular regulations or professional standards.

23. DISCLAIMER OF WARRANTIES

YOU AGREE YOUR USE OF THE DIGITAL PROPERTIES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE, AND OUR SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE DIGITAL PROPERTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE, AND OUR SERVICE PROVIDERS, MAKE NO WARRANTY THAT THE DIGITAL PROPERTIES (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE DIGITAL PROPERTIES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, DIGITAL PROPERTIES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE DIGITAL PROPERTIES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE DIGITAL PROPERTIES OR TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DIGITAL PROPERTIES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. WE, ON BEHALF OF OURSELVES AND ALL THIRD PARTY PROVIDERS, EXPRESSLY DISCLAIM ANY TYPE OF REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY OR RESPONSE TIME OF THE SERVICE OR CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE AND, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, AND EXPRESSLY DISCLAIM THE ACCURACY, COMPLETENESS AND CURRENCY OF ALL INFORMATION COLLECTED ON YOUR BEHALF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EARNED OR ITS SERVICE PROVIDERS THROUGH OR FROM THE DIGITAL PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

24. Export Restrictions

You acknowledge that the Money Management Tools and any software underlying such Money Management Tools are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Money Management Tools, directly or indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Money Management Tools may include technical data subject to export and re-export restrictions imposed by U.S. law.

25. Account Information and Data

Neither Earned nor its Service Providers owns any data, information or material that you store in conjunction with your use of the Money Management tools, and takes no responsibility whatsoever for it. We will not disclose any information regarding you or your account, including any data, without your prior permission except in accordance with this Agreement and our Privacy Policy. Please be aware that Earned and its Service Providers provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personally identifying information. Earned or its Service Providers may access your data to respond to service or technical problems or as stated in this Agreement. You alone have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all data stored in your Vault. Furthermore, neither Earned nor its Service Providers will be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.

26. Termination of access to Digital Properties and Money Management Tools

Earned and its Service Providers, as applicable, reserve the right to terminate without notice your password, account or use of Money Management Tools or the Digital Properties if you fail to comply with this Agreement or for cause of any other nature, or cause, in Earned and/or its Service Provider's sole discretion, inordinate burden on Service Providers' system resources (i.e. bandwidth). You may terminate your use of the Digital Properties and Money Management Tools at any time.

27. LIMITATION OF LIABILITY

NEITHER EARNED NOR ITS SERVICE PROVIDERS WILL BE LIABLE IN ANY WAY FOR LOSS OF CUSTOMER OR USER DATA OF ANY KIND OR TECHNICAL ERRORS WHEN USING THE DIGITAL PROPERTIES INCLUDING THE MONEY MANAGEMENT TOOLS. YOU AGREE THAT EARNED AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE DIGITAL PROPERTIES INCLUDING BUT NOT LIMITED TO THE MONEY MANAGEMENT TOOLS; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND DIGITAL PROPERTIES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE DIGITAL PROPERTIES, (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, (v) STATEMENTS OR CONDUCT OF ANYONE ON THE DIGITAL PROPERTIES, (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY SERIVCE PROVIDER OR OTHER THIRD PARTY SITE, EVEN IF WE OR THE SERVICE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES, OR (vii) ANY OTHER MATTER RELATING TO THE DIGITAL PROPERTIES.

28. Specific Limitation about Vault

All transactions using the Vault feature are between the transacting parties only. The licensor of Vault is not an agent of any transacting party, nor a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. The licensor of Vault shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You are responsible for maintaining the confidentiality of your password. You are also responsible for all content and information stored, transferred, and received under your username and password.

29. Additional Limitation

In the event that, notwithstanding the foregoing disclaimers and limitations, a Service Provider is found responsible to any Digital Property user for any reason whatsoever, the Service Provider's responsibility will be limited to the amounts actually paid by such user for the Service Provider's services, and will not include punitive damages or consequential or resulting damages of any nature.

30. Indemnification

You agree to defend, indemnify and hold harmless Earned, its Service Providers and their officers, directors, employees, affiliates, and agents from and against any and all actual or alleged third party claims, liabilities, damages, losses or expenses, including settlement amounts and reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Digital Properties including but not limited to the Money Management Tools, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

31. WAIVER OF JURY TRIAL AND CLASS ACTION

You agree that, with respect to any dispute with us or our Service Providers, arising out of or relating to your use of the Digital Properties and Money Management Tools or these terms: (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and (ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING SUCH DISPUTE.

32. Governing Law

This Agreement and use of the Digital Properties shall be governed by the laws of the State of California, United States of America, without giving effect to its conflict of laws provisions.  All disputes arising from or in any way related to this Agreement and use of the Digital Properties shall be brought, heard, and determined in the United States District Court of the District of Northern California, or if such court does not have jurisdiction, the courts of the State of California sitting in Alameda County.  By using the Digital Properties  you submit to the jurisdiction of such courts  no matter where you may reside.

33. Notices

Notices from Earned about the Digital Properties, your use of them, or the content and tools on the them will be posted on the Digital Properties or by email in the sole discretion of Earned.

34. Other Terms

You may not assign this Agreement. A determination that any provision of this Agreement is unenforceable or invalid shall not render any other provision of this Agreement unenforceable or invalid.  Earned reserves the right to modify or discontinue a Digital Property or Money Management Tool temporarily or permanently with or without notice. You agree that Earned will not be liable to you or any third party for any modification, suspension, or discontinuation.  This Agreement constitutes the entire agreement between you and Earned regarding your use of the Digital Properties.  Any cause of action you may have with respect to your use of any aspect of the Digital Properties must be commenced within one (1) year after the claim or cause of action arises. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of the Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of the Agreement shall continue in full force and effect. In the event of termination, the disclaimers and limitations of liabilities set forth in these Terms will survive. 

The Agreement incorporate by reference and will be deemed to include all other notices, policies, disclaimers and other terms contained in the Digital Properties and will be read as consistently as possible with other contracts that you may have executed with Earned or one of its affiliates. 

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