Ripsaw Terms of Use
Last updated on December 2019

Terms of Use Agreement

1. Description of the Ripsaw Services

Ripsaw Wealth Tools is a comprehensive platform that combines automated access to all th e assets and liabilities in an individual or family’s wealth portfolio (balance sheet) with the necessary financial market data to analyze its risk and expected return characteristics. The automation provides monitoring of how a wealth portfolio changes as market conditions evolve. The “what if” analytic platform evaluates how asset allocation revisions would change the risk and expected return metrics of each security, each account and the family’s aggregate wealth portfolio before making the implementation trades.

Ripsaw is independent and is not and never intends to be a Financial Advisor or provide any advice about your personal investment decisions. We provide the platform and tools to make those activities easier for you to manage yourself.

Our goal is to provide you with a wealth management solution for a better view into your financial and wealth picture. Our services (“Ripsaw Services”) are comprised of the following features, delivered to you through our website, the Wealth Tools, marketing partners, and through communications with our professionals, as follows:

Financial account aggregation

We offer financial account aggregation, where Ripsaw, acting as your authorized agent, will retrieve your financial account information, such as your account balances, transactions and holdings, from financial institutions you designate. Financial account aggregation is an optional service you may utilize by providing us with financial account credentials, allowing us to securely connect with third-party financial institutions to present your financial information to you on our Wealth Tools. Our account aggregation services are regularly refreshed, effortlessly providing you with up-to-date financial account information.

2. About Ripsaw
Ripsaw LLC (collectively, “Ripsaw ”, “we”, “us” or “our”) is a Colorado limited liability corporation, established in September 2017, and headquartered in Edwards, CO.

Ripsaw and/or its affiliates provides a comprehensive platform that equips you with the tools to make decisions to improve your financial well-being. Our Wealth Tools provide you with the means to easily comprehend your entire financial outlook with up-to-date information in one convenient platform.

3. Agreement and Acceptance of Terms
This Terms of Use Agreement, along with any exhibits, disclosures, addendums or amendments hereto, as the same may be amended or modified from time to time (collectively, this “Agreement”) constitutes an agreement between you and us which sets forth the terms and conditions applicable to your access and use of our Wealth Tools and our other Services that we offer to you through the Wealth Tools. In this Agreement, we refer to those who use our Services collectively as “users.”

Your use of the Wealth Tools and/or Services is subject to our Privacy Policy, which explains how we gather, use, disclose and manage your personal information. Terms used but not defined in this Agreement have the meanings provided to them in our Privacy Policy.

Please read this Agreement and our Privacy Policy carefully. THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please refer to Section 19 of this Agreement for the terms relating to dispute resolution and arbitration.

By accessing or using the Wealth Tools or any Service, you understand and agree to be bound by the terms and conditions of this Agreement and the Privacy Policy as they may be amended from time to time in the future. If you do not agree to this Agreement, then you may not use the Services. You also agree that:

You are able to enter into legally binding contracts, and you agree that this Agreement legally binds you in the same manner that a signed, written, paper contract does. You may not use the Wealth Tools or Services in any manner or attempt to access the Wealth Tools or any Service if you are not willing to be bound and abide by this Agreement.
WE ARE NOT RESPONSIBLE FOR ANY FINANCIAL OR OTHER PRODUCTS AND SERVICES OR FOR THE ACCURACY OF THE DATA OBTAINED FROM THIRD-PARTY SITES THAT ARE DISPLAYED OR REPORTED THROUGH OUR WEALTH TOOLS OR ANY OF OUR SERVICES. While the Wealth Tools and Services provided by Ripsaw may provide significant assistance in helping you manage your finances, you should consult with a professional financial advisor before making investment decisions or deciding on significant changes to your personal financial strategy.
We reserve the right to change or modify this Agreement or our Privacy Policy, or modify or discontinue any portion of the Services or features and functionality provided through the Wealth Tools, from time to time. If we decide to change this Agreement or our Privacy Policy, we will post such changes on the Wealth Tools and/or on our website, and such changes will be effective at such time. We reserve the right to modify or temporarily discontinue your access to the Wealth Tools or portion thereof, or any Service, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification of the Wealth Tools, the Services, this Agreement, or your access or lack of access to the Wealth Tools or Services.
The Wealth Tools and Services are intended to be accessed and used only by individuals that have reached the legal age of majority in the jurisdiction where they are located, which may be 18 years or older, depending on the jurisdiction. You may not use or access this Wealth Tools or any Service unless you have reached the legal age of majority in the jurisdiction where you are located.

4. Disclaimers
By using the Ripsaw Services, you understand and acknowledge that the investment results you may obtain from investment information and financial insights provided by the Wealth Tools or other Ripsaw Services cannot be guaranteed. All investments entail a risk of loss and you may lose money. You further understand that all investments are subject to various market, currency, economic, political, business and other risks. Investments inherently carry the risk of volatility and can result in a loss of principal. Some types of investments carry risks of currency fluctuation, political and economic instability, changes in interest rates, and differences in financial reporting While the Wealth Tools or other Ripsaw Services assist in helping you manage your finances, you should consult with a professional investment advisor before making investment decisions or deciding on significant changes to your personal financial strategy.

You understand, acknowledge and agree that:

Ripsaw does not provide any financial advice, including without limitation, advice regarding insurance or securities or any other financial planning.
You are solely responsible for all financial decisions and financial planning made by you and/or your advisors, whether made in connection with use of the Ripsaw Service or otherwise.
Ripsaw is not a broker-dealer. You may be able to access broker-dealers data through the Wealth Tools or other Ripsaw Services, but any access to brokerage accounts you may have will be through the broker-dealer’s website. Any transactions you initiate in such brokerage accounts are processed through the broker-dealer where your account is custodied and not through the Wealth Tools or other Ripsaw Services.
Ripsaw is not responsible or liable for any advice or recommendations you receive from any advisor or other third party with respect to any financial, insurance, planning or other matter, regardless of whether you gained access to such parties through your use of the Wealth Tools or other Ripsaw Services.
Although Ripsaw makes commercially reasonable efforts to guard against such issues, Ripsaw does not guarantee or warrant that any part of the Service is free of viruses or other harmful code. You should take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.
You are responsible for obtaining at your own expense any hardware, software, or other products/services (such as computers, web browsers and Internet access service, etc.) that are necessary for you to access and use the Ripsaw Service.
You are solely responsible for safeguarding your login credentials and other account information that you use to access and utilize the Wealth Tools and other Ripsaw Services. You agree to immediately notify Ripsaw of any unauthorized access to your Ripsaw account or if you have reason to believe your Ripsaw login credentials or other account information has been compromised. Ripsaw has no liability for any loss, claim, or other damages that result from unreported, unauthorized use of your Ripsaw account.
5. Authorization for Ripsaw to Access Accounts on Your Behalf
By accessing and using the financial aggregation Service, you expressly authorize and direct Ripsaw, on your behalf, to electronically retrieve your account information maintained by third-party financial institutions with which you have a legally binding customer relationship (“Account Information”). Subject to our privacy procedures as described in the Privacy & Security Statement, Ripsaw may work with one or more third-party financial service technology providers to access and retrieve your Account Information.

FOR PURPOSES OF THIS AGREEMENT AND SOLELY TO OBTAIN AND PROVIDE THE ACCOUNT INFORMATION TO YOU AS PART OF THE SERVICES, YOU GRANT RIPSAW THE AUTHORITY TO ACCESS THIRD PARTY SITES, SERVERS OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR INFORMATION IN CONNECTION WITH PROVIDING THE RIPSAW SERVICESYOU ACKNOWLEDGE AND AGREE THAT WHEN RIPSAW IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, RIPSAW IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT THIRD-PARTY ACCOUNT PROVIDERS ARE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION AND AGENCY GRANTED BY YOU. You understand that the Ripsaw Services are not endorsed or sponsored by any third-party account providers accessible through the Ripsaw Services.

6. Registration and Personal Information
In order to use our Wealth Tools or any of the Ripsaw Services, you will first need to create a Ripsaw user account (“Account”) through the Wealth Tools. To establish an Account you must provide Personal Information (as defined in our Privacy Policy) that is collected on the secure enrollment page. See the Privacy Policy for further information.

7. Consent to Receive Electronic Communications
By providing your email to enroll for use of the Wealth Tools or other Ripsaw Services, you consent to receive all notices and information regarding the Ripsaw Services and other offerings electronically. Electronic communications may be posted on or through the Ripsaw Services and/or delivered to your registered e-mail address. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid until you end your relationship with Ripsaw in accordance with the process set forth in this Agreement. It is your responsibility to provide us with true, accurate and complete e-mail addresses, contact and other information related to this disclosure and to maintain and update promptly any changes in this information. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.

8. Cost of Service
Your use of the Wealth Tools and other Ripsaw Services may be offered on a subscription service in pricing tiers based on features and functionality. Ripsaw reserves the right, in its sole discretion, to amend or change it pricing and policies for the Ripsaw Services or any additional services that we may offer.

9. Data and Data Integrity
Ripsaw is committed to providing you with a high quality and accurate picture of your personal finances. Ripsaw, however, is not responsible for and cannot guarantee the accuracy or timeliness of the information we retrieve on your behalf directly, from third-party technology providers from third-party financial institutions where your accounts are held, or from third-party research/market data providers used to provide the Ripsaw Services.

Ripsaw may not be able to foresee or anticipate technical or other difficulties which may result in failure to obtain data, personalization settings or other interruptions to your use of the Ripsaw Servicess. Ripsaw is not responsible for the timeliness, accuracy, deletion, non-delivery, or failed storage of any user data. Likewise, Ripsaw is not responsible for any loss of user data, communications, or personalization settings. Ripsaw encourages you to periodically confirm the valuation or execution price of particular investments through independent sources, such as an investment adviser, broker-dealer, or other financial institution.

10. Other Obligations While You Use the Services
Confidentiality: You agree and understand that you are responsible for maintaining the confidentiality of your Ripsaw account login information and password. You should also maintain appropriate anti-virus and anti-malware software on your computer, so that your Account login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your account, contact us immediately at support@ripsaw.co.

Accurate and Up-to-Date Information: It is important that you provide us with complete, accurate and up-to-date information, both now and in the future about yourself and your accounts.

You agree that you will NOT do any of the following: (i) engage in behavior that will put your Ripsaw account information at unnecessary risk, such as leaving, transmitting, or publishing your login or passwords; (ii) use our Wealth Tools or other RipsawServices or any of your accounts for illegal purposes, (iii) use our Wealth Tools or other Ripsaw Services to transmit anything that is unlawful, libelous, or intended to harass or violate the rights of another; (iv) resell or make any commercial use of the Wealth Tools or other Ripsaw Services, which are intended solely for your use as an end user; (v) reverse engineer or decompile any technology associated with the Wealth Tools or the Ripsaw Services; (vi) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Wealth Tools or other Ripsaw Services or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, malicious code, worms, Trojan horses or any other damaging or destructive elements; or (viii) create/register accounts or aggregate financial institutions with the Ripsaw Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; ix) transfer or resell the Wealth Tools, the Ripsaw Services, or any data obtained through use of the Ripsaw Services.

Consent to Recording. You consent to the recording of any electronic or written correspondence and any or all telephone conversations between you, us and any of our affiliates in connection with this Agreement or the Ripsaw Services and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to this Agreement. For compliance and regulatory purposes, we reserve the right to keep an audit trail of all financial insights or investment information that we provided to you.

11. Third-Party Software and Service Providers
To facilitate our provision of the Wealth Tools and other Ripsaw Services, we license software, tools and services from third-party providers. From time to time, we may revise this Agreement as requested by our third-party providers and require that you agree to additional pass-through terms with respect to such third-party providers. In the event that any use of the services of such third-party providers results in you leaving our Wealth Tools and entering the site of a third-party provider, you will be subject to the terms of service or use and the privacy policy of such third-party provider, so please review such terms carefully. Also, when you use or access the sites of your financial services providers, you will be subject to their terms of use/service and online policies, and your use of their services constitutes your agreement to their online terms and policies. Ripsaw may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of use and privacy policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

12. Ownership, Copyright, and Trademark
The technology and content used to offer, or provided in connection with, the Ripsaw Services, including but not limited to our Wealth Tools, browser software plug-in, smart phone software and tablet software, promotional materials, and tutotrials, are either owned by us or licensed by us from third-party licensors. Such content includes (without limitation) the “look and feel” and all text, graphics, photographs, illustrations, images, videos, software and other content protectable by the copyright, trademark, patent, and other intellectual property laws of the United States and international treaties. As part of the Ripsaw Services, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use our Wealth Tools content strictly to facilitate your personal, non-commercial use of the Ripsaw Services. “Ripsaw,” the Ripsaw logo and other marks are our proprietary trademarks and service marks. All other product names and company logos found on promotional materials are the trademarks or service marks of their respective owners. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content, information or trademarks without our express, written consent.

13. Disclaimer of Representation and Warranty; Disclaimer of Liability
NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY, RIPSAW REPRESENTS THAT THE RIPSAW SERVICES AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.RIPSAW, ITS LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE RIPSAW SERVICES.RIPSAW, ITS LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITATION, RIPSAW DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE RIPSAW SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE RIPSAW SERVICES AND THE RIPSAW WEBSITE IS AT YOUR SOLE RISK.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RIPSAW,ITS LICENSORAND AGENTS ARENOT LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF RIPSAW’S OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE RIPSAW SERVICES OR THE WEBSITE FOR ANY REASON. NEITHER RIPSAW, ITS AFFILIATES, LICENSORS, NOR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE RIPSAW SERVICES OR THE RIPSAW WEBSITE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH YOUR USE OF THE RIPSAW SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE RIPSAW SERVICES OR THE RIPSAW WEBSITE IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE RIPSAW SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE RIPSAW SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED UNDER APPLICABLE LAW. NEITHER RIPSAW NOR ITS CONTENT PROVIDERS ARE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM YOUR USE OF THE RIPSAW WEBSITE OR THE RIPSAW SERVICES. NEITHER RIPSAW NOR ITS CONTENT PROVIDERS ARE TO BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER RIPSAW NOR ITS CONTENT PROVIDERS WARRANT THAT THE RIPSAW WEBSITE COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR ORGANIZATION OR REGULATOR, OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.

14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF RIPSAW, ITS AFFILIATES, LICENSORS AND AGENTS TO YOU SHALL NOT EXCEED FIVE HUNDRED U.S. DOLLARS ($500). RIPSAW, ITS LICENSORS, AND AGENTS WILL NOT IN ANY EVENT BE LIABLE FOR: (i) ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE OR SPECULATIVE LOSSES, EVEN IF RIPSAW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE RIPSAW SERVICES OR THE RIPSAW WEBSITE; (ii) THE COST OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE RIPSAW SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANYONE RELATED TO THE RIPSAW SERVICES; (v) THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD-PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (vi) ANY PROVIDER OR THIRD-PARTY WEBSITE, OR ANY OTHER MATTER RELATING TO THE RIPSAW SERVICES OR THE RIPSAW WEBSITE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED UNDER APPLICABLE LAW.

THE RIPSAW SERVICES MAY BE AVAILABLE THROUGH A COMPATIBLE MOBILE DEVICE, INTERNET AND/OR NETWORK ACCESS AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR SUCH REQUIREMENTS, INCLUDING ANY APPLICABLE CHANGES, UPDATES, AND FEES ASSOCIATED WITH SUCH REQUIREMENTS, AS WELL AS THE TERMS OF YOUR AGREEMENT WITH YOUR MOBILE DEVICE AND TELECOMMUNICATIONS PROVIDER. RIPSAW MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THOSE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE TELECOMMUNICATION SERVICES.

15. Ending Your Relationship with Ripsaw
This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by closing your Account.

Please use the directions below to close your Account:

You can manage your account cancellation within the platform in your account profile or email support@ripsaw.co. from the email address associated with your Account, indicating “CANCEL” in the subject line of the message. After confirming you are the Account owner we will remove your accounts, transactions, and login information from our records in accordance with our Privacy Policy.

We reserve the right to terminate our legal agreement with you (by providing an email notice of such termination to the email address on file for your Ripsaw account): (i) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (ii) if we believe we are required to do so by law (for example, where the provision of the Ripsaw Services to you is, or becomes, unlawful); (iii) if we no longer offer any of the Ripsaw Services you utilize; (iv) if you no longer agree to the terms and conditions of this Agreement; or (v) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

16. Governing Law and Venue
This Agreement and any Services provided hereunder will be governed exclusively by the laws applicable in the state of Colorado, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in Denver County, Colorado or federal court for the District of Colorado with respect to any dispute or litigation arising under this Agreement or as the result of any of the Ripsaw Services.

17. Arbitration
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION BEFORE A SOLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF COLORADO. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED IN THIS AGREEMENT. THIS CLAUSE DOES NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. IN ANY ARBITRATION, THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.


18. Change of Terms
We may revise this Agreement at any time, and therefore we suggest that you check this Agreement from time to time. We may notify you of any changes in one or more of the following ways: (i) using the e-mail address associated with your Account; , (ii) posting links to and/or our posting of any revised Agreement on the Wealth Tools and/or the Ripsaw Website. You agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of the Wealth Tools or any of the Ripsaw Services indicates your agreement to be bound by any such revisions.

19. Indemnification
You agree to indemnify, defend and hold harmless Ripsaw, its affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors, from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any of these parties that arise out of or are caused by (i) your use of the Ripsaw Services, the Ripsaw Website, and/or the Wealth Tools, (ii) your violation of this Agreement, (iii) your infringement of any intellectual property rights, or (iv) violation of this Agreement or of a third party’s rights by any user of your Account. In the event that there are third-party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.

20. Not a Legal or Tax Advisor
The Wealth Tools and other Ripsaw Services are designed to help streamline your management of your personal finances. However, neither we nor the Ripsaw Services give, offer or render tax or legal advice. Before making financial or investment decisions, we recommend that you contact an investment advisor, or tax or legal professional.

21. Waiver and Severability
Any failure by us at any time to enforce any provision of this Agreement or failure to exercise any right herein granted does not constitute a waiver of such provision or of such right thereafter to enforce any or all of the provisions of this Agreement. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement is not affected.

22. Section Headings
Section headings in this Agreement are for convenience of reference only and do not govern the interpretation of any provision of this Agreement.

23. English Language Controls
Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

24. Entire Agreement
The Agreement, including the separate Privacy Policy and any other documents referred to herein, represents the entire understanding between both you and us regarding the Ripsaw Services (as defined herein) and the subject matter hereof and supersedes any prior statements or representations. In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail but, solely as to the subject matter herein.


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