Terms of Service

Last updated: July 11 2018

Roger Inc. Terms of Service - United States

These Terms of Service are a legal agreement ("Agreement") between you ("user," "you", "your") and

Roger, Inc. ("Roger", "Roger.ai", "we," "our", "us"). As used in this Agreement, "Service"

refers to Roger's bill payment/payment processing services, as well as our website, any software, programs, documentation, tools, components, and any updates (including software

maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Roger, directly or indirectly. To use the Service, you must agree to all the terms in this Agreement. By using the information, tools, features, software and functionality including content, updates and new releases provided by Roger of the Roger Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Roger.ai website), or a "Customer" (which means that you have registered for an account with us to use any one of our Services.) The term "you" or "User" refers to a Visitor, Member or Customer. If you wish make use of the Services, you must read this Agreement and indicate your acceptance during the registration process.

Roger offers the Service through Roger's website and mobile applications and integrations with

third-party websites and mobile applications ("Platform", "Platforms", "Platform Partners"). The Platform's terms of service and privacy policy apply to your use of the Platform, and this Agreement and Roger's Privacy Policy apply to your use of the Service.

This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.Roger.ai and/or any other website(s) that we inform you of (the "Website").

  1. Relationship with Roger

Roger allows individual and businesses to register with Roger. You must be eighteen (18) years of age or older to use the Service. You may open an Account for a business only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business. Each Account must be linked to at least one verified U.S. bank account.

To register with Roger you need to provide information, including email address and a self-selected

password, in order to create an account ("Account"). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

To registers a business you may have to provide additional information, such as street

address, telephone number, tax identification number (or social security number), and date of birth and other identifying information for at least one principal of the business. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license).

You authorize Roger, directly or through third parties, to make inquiries or verify that this information is

accurate (for example, through social media or third party databases). You specifically authorize Roger

to request a consumer report that contains your name and address.

You must provide accurate and complete information. If we cannot verify that this information is complete and accurate, we may deny your use of our Service or close your Account.

  1. Bill Payment Services.

Description of Bill Payment Services

Roger provides a bill payment service that allows you, as either an individual or a business, to make payments to creditors / payees. You agree that you will only use the service to send bill payments on your own behalf, or on behalf of your business, and will not use the Bill Payment Services as an agent, guardian, conservator or guarantor for any other person or entity. In order to use the Bill Payment Services, you need to upload to Roger the bill you wish to pay, so that all the relevant information such as account number, due date, routing information, etc. is visible. By using the Bill Payment Services, you expressly authorize Roger to act on your behalf and as your agent, solely for the purpose of providing the Bill Payment Services to you.

By initiating a payment through the Bill Payment Services, you authorize Roger to write a check on your behalf from the account that you designate as the account to which the bill payments should be charged or withdrawn from (the "Funding Account"). You agree to maintain a balance or available credit limit in the specified Funding Account that is sufficient to fund all payments you initiate. If the Funding Account does not have sufficient funds for the bill payment to be made, Roger will not be able to facilitate the payment to the Payee. You represent and warrant that you have the right to authorize Roger to initiate a charge from the Funding Account for payments you initiate using the Bill Payment Services. You will indemnify and hold Roger harmless from any claims by any third party, including any other owner of the account related to Roger's access to the Funding Account.

You are responsible for confirming the accuracy of the information you provide about each payment you send, including the email/physical address or telephone number of the recipient (the "Payee"), and the amount of the transaction.

You represent and warrant that Roger may send communication to the Payee on your behalf in connection with the Bill Payment Services.

Limits On Payees, Payment Amounts And Methods

You acknowledge that certain Payees may not accept payment from all types of funding sources and that we may otherwise limit the payment methods available for a particular Payee. Additionally, Roger may, at its discretion, impose limits on the number and amount of payments, in aggregate, that you can send using the Bill Payment Services.

Roger may refuse to permit payment to any Payee if we reasonably believe such refusal is necessary or advisable for legal or security reasons. If you fail to maintain a balance in the applicable Funding Account that is insufficient to fund any payment that you initiate, Roger may refuse to make any subsequent payment for as long as we determine to be necessary or appropriate. Roger also reserves the right to refuse to make any payment.

Roger reserves the right to select the method in which to remit funds on your behalf, and the method to return funds to you in the event your Funding Account is closed or otherwise unavailable to us. The payment methods through the Bill Payment Services may include, but are not limited to, electronic or paper check payments. The Bill Payment Services does not support payment to all types of billers, including certain government agencies and bills such as tax payments and court-ordered payments.

Rejected or Returned Payments.

When you send a payment via the Bill Payment Services, the Payee is not required to accept it. You also understand that Payees, payment processors, or the mail/package delivery service providers may return payments to the Bill Payment Services for various reasons. These reasons can include, but are not limited to: the Payee's forwarding address has expired; the Payee's account number is not valid; the Payee is unable to locate the account; or your account with the Payee is paid in full. You agree that you will not hold Roger liable for any damages resulting from a Payee not receiving payment made through the Bill Payment Services for any reason.

We use reasonable efforts to research and correct the returned payment and deliver it to your Payee. Payments outstanding after a reasonable time based on the method of payment may be automatically voided by Roger and the payment amount credited to your Funding Account. You are responsible for reconciling your Account(s) and reviewing the status of the payments. If we are unable to complete a payment for any reason, we may, in a method of our choosing and at our sole discretion, provide you with notice. We will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited or denied payments to your Funding Account, or use other reasonable efforts to return such payment to you as permitted by law.

Inability to Access Funds from Funding Account In using the Bill Payment Services, you are requesting Roger Bills to facilitate making payments from your Funding Account(s) to your Payee(s). If Bill Payment Service is unable to access funds from your specified Funding Account to complete a bill payment transaction you request for any reason (for example, non-sufficient funds, closed account, inability to locate account, or reversal by you and/or your bank), the transaction may not be completed.

Roger is not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit in the Funding Account that is sufficient to fund all payments you initiate.

Your Liability

You are solely liable for errors you make in using the Bill Payment Services, including the following:

  • you direct Roger to submit a payment to a Payee from the wrong Funding Account;
  • you erroneously direct Roger to submit a payment to a Payee multiple times
  • you direct Roger to submit the wrong amount to a Payee;
  • you direct Roger to submit a payment to the wrong Payee; or
  • you change your mind about making a payment to a Payee after directing Roger to submit the payment.

You are responsible for all fees, fines, penalties, and other liability incurred by Roger, a Payee, you or a third party caused by or arising out of your breach of this Agreement and/or your use of the Bill Payment Services. You agree to reimburse Roger, a Payee or the applicable third party for any and all such liability.

Roger does not have control of, or liability for, the products or services that are paid for via the Bill Payment Services.

As permitted, you may cancel, edit, or stop a payment prior to the pay date by following the directions within the help section of the Bill Payment Service. Our ability to stop a payment request will depend on the manner in which the payment was initiated, the method of payment, and whether or not the Payee has begun processing payment. Although we will make a reasonable effort to accommodate a stop payment request, we will have no liability for failing to do so unless there is an exception provided elsewhere in this Agreement. We may also require you to present your stop payment request in writing after contacting customer care.

Delays, Unauthorized Transactions, or Errors

You acknowledge that some transactions may take longer to be credited to your account with the applicable Payee due to circumstances beyond Roger' control, such as delays in handling and posting payments by Payees or financial institutions or errors with account information or funding instructions.

When you send a payment to certain Payees, the payment may be treated as an authorization to the Payee to process your payment and complete the transaction. Some Payees may delay processing your payment, in which case the payment may be held as pending until the Payee processes your payment and your payment authorization will remain valid for up to 30 days.

To help ensure that there is enough time for the applicable Payee to receive any payments you submit through the Bill Payment Services, you should submit payment instructions prior to the due date. Before completing the transaction, you will be provided with an estimated delivery date for the bill payment. It is solely your responsibility to submit payments so they arrive by the Payee's due date.

Subject to the other provisions of this Agreement, Roger will bear responsibility for any satisfactorily documented late payment related charges up to a reasonable amount, not to exceed $50.00 in the event a payment posts after its due date provided that (i) the payment was submitted by you for payment in accordance with the guidelines specified in this Section and (ii) the Bill Payment Services issued you a confirmation number for a payment, unless we are not responsible to you for one of the reasons listed in this section or below under "Protection for Roger Errors." THIS IS ROGER'S ONLY OBLIGATION TO YOU FOR ANY PAYMENT ERRORS, DELAYS, OR FAILURE. IF YOU DO NOT FOLLOW THESE RULES OR IF YOU DO NOT ALLOW ENOUGH TIME TO COMPLETE A PAYMENT, YOU ALONE ARE RESPONSIBLE FOR ANY PENALTIES OR LATE CHARGES ON THAT PAYMENT.

Errors or other Issues Regarding Payments. It is your responsibility to review all payment transactions initiated in the Bill Payment Services against account statements you receive from your bank or other financial institution. Your payment transaction information is included in the receipts we provide you. ALL QUESTIONS ABOUT TRANSACTIONS MADE THROUGH THE BILL PAYMENT SERVICES MUST BE DIRECTED TO ROGER, AND NOT TO THE BANK OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR ACCOUNT. We are responsible for our Bill Payment Services and for resolving any errors we caused. We may not send you a periodic statement listing transactions that you make using the Bill Payment Services. The transactions will appear only on the statement issued by your bank or other financial institution. SAVE THE RECEIPTS FROM OUR BILL PAYMENT SERVICES, AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION.

IF YOUR CREDENTIALS TO ACCESS THE BILL PAYMENT SERVICES OR YOUR MOBILE DEVICE ARE LOST OR STOLEN, NOTIFY US AT ONCE USING THE CONTACT METHODS SPECIFIED IN SECTION 6 OF ARTICLE I (GENERAL TERMS) ABOVE.

Protection for Roger Errors.

Roger will use commercially reasonable efforts to facilitate the payment of your bills in accordance with this Agreement. However, Roger will not be liable, for instance: if, through no fault of ours, you do not have enough money in your Funding Account to make the transfer;

the payment is rejected, returned, mishandled, or delayed by the Payee for any reason; you have provided Roger with incorrect information about the Payee; the Funding Account you specify as the payment source is closed or the charge is rejected or returned by your bank or financial institution; due to any pre-announced unavailability of the Bill Payment Services; due to fraud or attacks on our systems, service or the Bill Payment Services; due to third party service providers; or due to circumstances beyond our control (for example, fire, flood, interference from an outside source, postal delays, or any failure by your computer, software, or Internet connection).

Risk Monitoring; Unusual or Suspicious Transactions

In an effort to manage our risk, we may monitor your transactions and processing activity for high-risk practices or for fraudulent transactions. We may also engage third-party service providers to assist in these efforts and other elements of the Bill Payment Services. If Roger believes there is suspicious or unusual activity, Roger may temporarily suspend your access to Bill Payment Services. Suspicious or unusual activity includes, but is not limited to, changes in your average transaction amount or processing pattern or use of different payment accounts. Roger may require additional documentation to promptly reinstate your access to the Bill Payment Services.

Termination Roger may terminate or suspend your access to the Bill Payment Services at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement. In the event you or Roger terminates your account, any payment(s) Roger has already processed before the requested termination date may be completed. You should verify payment directly with your intended Payee. Roger is not responsible for any payments not completed by us as a result of termination.

  1. API Developer Relationship with Roger

Roger offers an application programming interface ("API") to retrieve information from or submit

requests to Roger. If you use the Roger API to develop applications or integrate our Service into

your website or mobile application, then the users that these applications or integrations serve are subject to the terms of this Agreement.

Roger will issue a long-lived "refresh token" for each Roger user who authorizes your website and/or application to access or take actions on behalf of their Roger Account. Your website and/or application may request "access tokens" from Roger API, given that the "refresh token" is valid, which can be used to make requests to Roger API. You agree that any of these tokens are the property of Roger, and that misuse by you or your end-users could cause substantial loss and damage to Roger.

When using Roger API, you agree not to use the bill/invoice data - metadata as well as original invoice/bill - to train your own OCR data model and/or neural network for image and bill recognition, which you may retrieve or receive using any endpoints, webhooks, or through other means of data transport.

You agree not to use the data transferred through the Roger API for any other purpose than to provide the integration and/or service to your users as agreed upon with the Roger team.

  1. You agree to create a Dwolla account

In order to use the ACH payment functionality of Roger, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Roger to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and

completeness of that data. You understand that you will access and manage your Dwolla account through Roger application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at support@roger.ai.

You can find the Dwolla Terms here and the Dwolla Privacy policy here.

  1. E-Sign Disclosure and Consent

By accepting this Agreement, you agree and consent to receive electronically all communications,

agreements, documents, notices and disclosures (collectively, "Communications") that we provide in

connection with your Roger Account and your use of the Service.

We will provide these Communications to you by emailing them to you at the primary email address listed in your Roger Account registration, by emailing you a link or instructions how to access them on a

website, or (if permitted by law) by posting them on the Website.

  1. Prohibited Activities

By registering with Roger, you also confirm that you will not accept payments or use the Service in

connection with the following activities, items or services: Adult content, bail bonds, bankruptcy lawyers, check cashing, or payment for a dishonored check or for an item deemed uncollectible by another merchant, credit counseling or credit repair agencies, credit protection

or identity theft protection services, counterfeit or possibly counterfeit goods, debt collection, consolidation, or reduction services, distressed property sales and marketing, door to door sales, drugs, alcohol, or drug paraphernalia, or items that may represent them, factoring, liquidators, bailiffs, bail bondsmen, financial services such as cash advances, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency, gambling or betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races, hate, violence, racial intolerance, or the financial exploitation of a crime, internet pharmacies or pharmacy referral sites, inbound or outbound telemarketing businesses including lead generation businesses, multi-level marketing businesses, pyramid or ponzi schemes, pharmaceuticals, including medical marijuana, obscene or pornographic items, prostitution, escort services, massage parlors and other explicit sexually related services, unlawful activities or items, or activities or items that encourage, promote, facilitate or instruct others regarding the same, violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same, weapons, including replicas and/or ammunition.

In addition, you may not use the Service for:

· competing with Roger;

· transferring funds between bank accounts held in the same name.

If Roger determines that you have received funds resulting from fraud or a prohibited activity, those

funds may be frozen or seized.

In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or

criminal purpose, you give us express authorization to share information about you, your Account, your

access to the Roger Service, and any of your transactions with law enforcement.

  1. Our Role and Your Responsibilities

Roger is a Payment Service Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury. Specifically, Roger acts as your (i.e. Payor's) agent in so far as routing payments/funds to Payees. Roger does not hold any money on behalf of its users or customers.

You agree Roger will issue a payment directly from your own bank account that you have connected in your Roger account, and allow Roger to facilitate the routing to the Payee.

As a PSP, Roger collects, analyzes and relays information generated in connection with payments to

and from our users. You authorize Roger to provide this information to our partners in order for the partner to facilitate the payments from/to our users through the various payment networks ("Network", "Networks"), including ACH and Check 21, as applicable. As a result, the FSP, Financial Service Provider, - and

not Roger - actually conducts the settlement of Network transactions from/to our users. Roger

does not at any point hold or own funds in connection with the Service, nor does Roger transmit money

or monetary value. In connection with the Service, Roger does not actually or constructively receive,

take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Financial Service Provider is the party with sole responsibility for

conducting the settlement of funds between our users.

In order to act as a PSP, Roger must enter into agreements with Partners, who have partnerships with Networks and FSPs. You are not a third-party beneficiary of these agreements. Each of the Networks and FSPs is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and, if you decline to do so, we may suspend or terminate your Account.

  1. Your Payment Authorization

You authorize our Partners to hold, disburse and settle funds on your behalf. Your authorization permits the Partner to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize.

You authorize the Partner to initiate electronic Network entries to each bank account for which you input or enable the retrieval of the routing number and account number on Roger's website, mobile app or any other ingress point such as through one of our Partners, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the Network Rules, and you agree that all Network transactions that you initiate will comply with all applicable law.

Your authorization will remain in full force and effect until you notify us that you revoke it by contacting

Roger Customer Support in accordance with instructions on our website or by closing your Account.

You understand that Roger requires a reasonable time to act on your revocation, not to exceed five (5)

business days.

  1. Underwriting and Sharing Information

We may share some or all of the information about you and your transactions with our partners, who may share it with FSP(s), Networks and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Roger, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. At any time, Roger, and its partners may conclude that you will not be permitted to use Roger.

You agree that Roger is permitted to contact and share information about you and your Account with

Partners, banks and financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Roger's risk management process.

  1. Writing checks on your behalf

As part of completing the transaction through our Partners, you agree to connect one or more bank accounts to your Roger account. With your signature to the consent form, you agree that Roger may facilitate the issuance of checks, physical and digital, from your connected bank account to the Payee.

  1. Transactions

Upon analysis of the bill by Roger, and your subsequent payment initiation, you agree not to attempt to otherwise send the payment to the Payee. You agree and understand that the routing of the payment to the Payee may take 0-8 days, depending on the payment method the Payee accepts. It is your responsibility to upload your bills to Roger in due time. Roger will not be responsible for bills that are paid late, and will not be responsible for any late fees due to Payees' lack of payment acceptance.

  1. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting correct any taxes to the appropriate tax authority. Roger is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.

  1. Termination

If your Roger Account is terminated for any reason or no reason, you agree: (a) to continue to be

bound by this Agreement, (b) to immediately stop using the Service and to remove all logos from your

website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that Roger shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account Data. You may terminate this Agreement by closing your Roger Account at any time. When you close your Roger Account, any pending transactions will be cancelled. You can terminate this agreement by contacting Roger Support, or by logging into you account, go to "Settings" and choose "Delete account". Your account will be closed and your ability to log in deactivated immediately. Your Roger account data will be removed as explained in our Privacy Statement and we will send you a confirmation via email.

We may terminate this Agreement and close your Roger Account for any reason or no reason at any

time upon notice to you. We may also suspend the Service if you (a) have violated the terms of

the Roger's policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c)

provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

We will not be liable to you for compensation, reimbursement, or damages in connection with any

termination or suspension of the Service. Any termination of this Agreement does not relieve you of any

obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

  1. Your License

Roger grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the

right to sublicense, to electronically access and use the Service solely to send payments.

You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any

material or information on any Roger system using any manual process or robot, spider, scraper, or

other automated means unless you have separately executed a written agreement with Roger

referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Roger; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure.

  1. Roger's Intellectual Property Rights

The Service is protected by copyright, trade secret and other intellectual property laws. Roger owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to Roger's trademarks or service marks, nor may you remove, obscure, or alter any of Roger's trademarks or service marks included in the Service.

  1. Indemnity

You will indemnify, defend and hold us and our processors and partners harmless (and our and their

respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the

Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country

  1. Disclaimer of Warranties by Roger

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROGER OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ROGER, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  1. Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROGER, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ROGER BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ROGER ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL ROGER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROGER, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS,

AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ROGER, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ROGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from facilities in the United States and Denmark. Roger makes no

representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for

compliance with all applicable United States and local laws and regulations, including but not limited to

export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

  1. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your

satisfaction. Please contact Roger Support with any dispute. If we cannot resolve your concerns, we

agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

  1. Binding Individual Arbitration

You and Roger agree to arbitrate all "Disputes," defined as any claim, controversy or dispute (whether

involving contract, tort, equitable, statutory or any other legal theory) between you and Roger, including

but not limited to any claims relating in any way to this Agreement (including its breach, termination and

interpretation), any other aspect of our relationship, Roger advertising, and any use of Roger software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or Roger may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. Roger may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

  1. Governing Law

This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act).

  1. Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within six months after the cause of action accrues.

  1. Third Party Services and Links to Other Web Sites

If you decide to use third party services, including one of our Integration Partners, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that Roger is not responsible for the performance of these third-party services. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Roger. Roger expressly disclaims any liability for these websites.

  1. Amendment of Agreement

We have the right to change or add to the terms of this Agreement at any time, and to change, delete,

discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon Roger unless in a written instrument signed by a duly authorized representative of Roger.

  1. Other Provisions

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement

between you and Roger, and they describe the entire liability of Roger and its vendors and

suppliers and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other Roger agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The Agreement does not limit any rights that Roger may have under trade secret, copyright, patent or other laws. Roger's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

  1. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall

survive and remain in effect in accordance with its terms upon the termination of this Agreement.