PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS.

Transcend Financial Group, a Washington Sole Proprietor (“Transcend,” “we,” “us,” or “our”) are pleased to provide you (also referred to herein as “I”) access to certain Transcend applications, software, video conferencing services, in-person services, software enabled services, interfaces, tools, and payment platforms (collectively, the “Transcend Applications”), whether or not provided on or through the Transcend website, subject to your agreement to comply with these terms and conditions (the “Agreement”).

BY ACCESSING OR USING THE TRANSCEND APPLICATIONS OR TRANSCEND MATERIALS (DEFINED BELOW), YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AS UPDATED FROM TIME TO TIME.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR ARE UNWILLING TO ABIDE BY ANY TERM OR CONDITION, DO NOT ACCESS OR USE THE TRANSCEND APPLICATIONS.  ACCORDINGLY, YOUR ACCEPTANCE OF THIS AGREEMENT OR USE OF THE TRANSCEND APPLICATIONS CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS AND GIVES RISE TO A BINDING LEGAL AGREEMENT BETWEEN TRANSCEND AND YOU GOVERNING YOUR USE OF THE TRANSCEND APPLICATIONS.  BY ACCESSING OR USING THE TRANSCEND APPLICATIONS, YOU HEREBY AGREE AND REPRESENT AS FOLLOWS:

1.         I Understand that Transcend May Change this Agreement.

Transcend reserves the right, at our sole discretion, to change, modify, update, add, or delete portions of this Agreement at any time and without any further notice to you.  You, however, may not amend this Agreement unless the amendment is in writing and signed by both you and Transcend.

It is your responsibility to regularly check for changes to this Agreement and to review such changes at www.transcendfinancialgroup.com/terms-of-use.  All changes to this Agreement are effective immediately when we post them and apply to all access to and use of the Transcend Applications thereafter.  Any changes to the dispute resolution provision, however, will not apply to any dispute for which the parties have notice before the date the new version of this Agreement is posted.

Your continued access or use of the Transcend Applications after any such changes constitutes your acceptance of the new Agreement.  Your written approval is not a prerequisite to the validity or enforceability of this Agreement, and no solicitation of such written approval by or on behalf of Transcend shall be construed as an inference to the contrary.

2.         I Understand that this Agreement is Effective Until Terminated.

This Agreement is effective until terminated.  We can terminate your access to the Transcend Applications at any time, with or without notice.  Your rights under this Agreement will terminate automatically without notice from Transcend if you fail to comply with any of the terms, conditions, or guidelines of this Agreement.  Provisions of this Agreement, however, that require or contemplate performance after the termination of this Agreement shall survive and be enforceable after the termination of this Agreement.

You may terminate this Agreement by providing written notice to Transcend of your decision to terminate and by ceasing to use the Transcend Applications, including your user account.  Your decision to terminate the Agreement will be effective 30 days after we receive your written notice.  Transcend contact information is provided at the end of this Agreement.

Upon the termination of this Agreement, you shall cease all use of the Transcend Applications.  If your rights to use the Transcend Applications are terminated, you may immediately lose access to any information that may be on our systems, including in your user account. 

3.         I Understand that Transcend May Change the Transcend Applications.

Transcend reserves the right, in its sole discretion, without notice to you, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify, suspend, terminate, withdraw, or discontinue all or any part of the Transcend Applications without compensation to you, including, but not limited to (i) restricting the time all or any part of the Transcend Applications that is available, (ii) restricting the amount of permitted use of all or any part of the Transcend Applications, and (iii) restricting or terminating any user’s right to use all or any part of the Transcend Applications, with or without notice; (b) charge fees in connection with the use of all or any part of the Transcend Applications; (c) modify or waive any fees charged in connection with all or any part of the Transcend Applications; or (d) offer opportunities to some or all users of all or any part of the Transcend Applications.  Any new features or updated content or applications that we make available as a part of the Transcend Applications will be subject to this Agreement.  You agree that Transcend will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any part of the Transcend Applications, in whole or in part, or of any service, content, or feature offered through the Transcend Applications.

4.         I Understand that the Transcend Content Belongs to Transcend and I have only a Limited Right to Use the Transcend Content.

All materials provided by Transcend or authorized for use by Transcend, whether in electronic or printed form, whether developed by Transcend or made for Transcend, and whether accessible or downloadable from or through a Transcend Application or provided during an in-person meeting (collectively, the “Transcend Materials”) and the Transcend Applications are designed for your personal use.

The Transcend Applications and (i) (a) their design, features, and functionality, (b) any Transcend Materials, software, code, files, content, information, reports, graphics, button icons, images, videos, audio, contained in or generated by the Transcend Applications and the design, selection, and arrangement thereof, (c) any accompanying data, (d) confidential-information, (e) know how, (f) terminology, and (g) embedded software, including third party software; (ii) documentation and accompanying fonts ((i) and (ii) collectively, the “Transcend Content”); and (iii) any related intellectual property rights, including patents, copyrights, the Transcend Marks (as defined below), trade secrets, know how, confidential information, manuals, processes, procedures, interfaces, features, and other similar rights or protectable attributes (collectively, “Transcend Intellectual Property”), and any improvements to the foregoing, are owned by Transcend or its licensors and are protected by United States and international laws and conventions, including those governing copyrights, trademarks, patents, and/or trade-secrets.  This Agreement does not transfer any title or rights to the Transcend Applications, Transcend Content, or Transcend Intellectual Property to you.  Except for the limited licenses granted to you by this Agreement, all title and rights to the Transcend Applications, the Transcend Content, and the Transcend Intellectual Property remain with Transcend.  Transcend reserves all rights not expressly granted to you, and except as provided in this Agreement, the rights granted by this Agreement are non-transferable and do not include any intellectual property rights.  You understand and acknowledge that Transcend owns the Transcend Applications, the Transcend Content, and the Transcend Intellectual Property.

In addition, Transcend, the Transcend logo, and certain other names, brands, logos, slogans, trademarks, and service marks (collectively, “Transcend Marks”) are marks of Transcend and its affiliates or licensors.  Not all marks of Transcend will appear on the Transcend Applications.  Marks of third parties may appear on the Transcend Applications when referring to those entities or their products or services.  Third party marks displayed on the Transcend Applications are owned by their respective owners.

The Transcend Applications and Transcend Content also are protected by copyright.  Neither the Transcend Applications nor any Transcend Content may be copied, reproduced, republished, uploaded, broadcast, posted, transmitted, shared, used to create derivative works, or distributed except as expressly permitted by this Agreement.  Use of the Transcend Applications or Transcend Content in any other way or for any purpose other than as permitted in this Agreement is a violation of Transcend’s copyrights and other proprietary rights.  Permission for all other uses of the Transcend Applications or Transcend Content must be obtained from Transcend in advance and in writing.  All content, interfaces, graphics, code, design rights, and other intellectual property rights, in each case, whether registered or unregistered, other than the marks of third parties, and related goodwill are the property of Transcend.  Further, you acknowledge and agree that the existence of a copyright notice on copies of the Transcend Applications or the Transcend Content is not an admission or presumption that the publication of the Transcend Applications or Transcend Content has occurred or is intended.

YOU UNDERSTAND THAT YOU HAVE NO RIGHTS TO THE TRANSCEND APPLICATIONS, TRANSCEND CONTENT, TRANSCEND MARKS, OR ANY OTHER TRANSCEND PROPERTY EXCEPT AS INDICATED IN THIS AGREEMENT.  TRANSCEND TAKES THE PROTECTION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, VERY SERIOUSLY.  TRANSCEND WILL TERMINATE YOUR ACCESS TO, OR USE OF, ALL OR ANY PART OF THE TRANSCEND APPLICATIONS, WITHOUT NOTICE TO YOU, IF YOU INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS, OF TRANSCEND OR OTHERS.

5.         I Understand that I have Only a Limited Right to Use the Transcend Applications.

Solely to enable your use of the Transcend Applications to use our services, to communicate with us, or to learn about us, Transcend hereby grants you a non-exclusive, limited, revocable, non-sub-licensable, non-transferrable license (i) to use the Transcend Applications (as changed, modified, or upgraded by Transcend from time to time in its sole discretion) in accordance with the terms and conditions of this Agreement and (ii) to view and display Transcend Content (other than Transcend software source code) and User Content (as defined below) in connection with your use of the Transcend Applications.  Except as provided in this Agreement, when you use or access the Transcend Applications, you are not receiving any other rights from us, including intellectual property or other proprietary rights of Transcend.  In addition, this Agreement does not entitle you to receive, and does not obligate Transcend to provide, Transcend Content support, telephone assistance, or enhancements or updates to the Transcend Applications.

In accordance with this license, I understand, acknowledge, and agree that I am allowed to:

1.         use the Transcend Applications only for legitimate purposes as a client or guest;

2.         use the Transcend Applications on computer user devices and mobile user devices, but only as necessary for legitimate access to and use of the Transcend Applications;

2.         temporarily store copies of the Transcend Applications and Transcend Content in RAM incidental to my accessing and viewing those materials;

3.         store files that are automatically cached by my web browser for display enhancement purposes;

4.         print or download a reasonable number of pages of the Transcend Applications for my own, legitimate business use; or

5.         take actions enabled by third party features, such as social media features, if the Transcend Applications enables those features.

I understand, acknowledge, and agree that unless expressly permitted by this Agreement, I am not allowed to:

1.         upload the Transcend Applications or Transcend Content to the internet or otherwise make the Transcend Applications or Transcend Content available on the internet for other persons or entities to copy, download, or use;

2.         make the Transcend Applications or Transcend Content available over a network where it could be used on multiple devices or by multiple users at the same time;

3.         use any Transcend Intellectual Property in the design, development, manufacture, licensing, or distribution of any devices, accessories, software, or services for use with the Transcend Applications;

4.         resell, transfer, modify, copy, duplicate, create, or re-create the Transcend Applications, programs, offerings, services, or other aspects of the Transcend Applications, or the Transcend Content;

5.         amend, alter, change, or modify the Transcend Applications or the Transcend Content;

6.         remove, mutilate, modify, or otherwise change or delete any trademark, logo, copyright notice, or other proprietary notice contained within the Transcend Applications or the Transcend Content;

7.         disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code of the Transcend Applications; or

8.         use any illustrations, photos, video or audio sequences, or any graphics separately from the accompanying text.

6.         I Understand that Transcend May Collect Certain Information About Me When I Use the Transcend Applications.

I understand that while using the Transcend Applications, Transcend may locate or record information about me including, but not limited to, (i) Account Information (as defined below); (ii) User Content (as defined below); and (iii) my geographic location and exact positioning, my MAC address, the operating system of my device, the type of device I am using, my device’s unique identification number, the IP address of my device, the type of Internet browsers I am using, session start and stop times, my time zone, my network status, my International Mobile Equipment Identity, information about the way I use the Transcend Applications, and any other information tied directly or indirectly to my device (“Device Information”).  Your use of the Transcend Applications constitutes your consent to allow Transcend to record and use your User Information and your Device Information.

Any information that Transcend may collect, including the Device Information, is subject to our Privacy Notice, which is a part of this Agreement.  We encourage you to read and understand our Privacy Notice, which can be accessed at [Provide website for Privacy Notice].

7.         I Understand that My Credit Cards May Be Linked to My Transcend Applications Account.

When interfacing with the Transcend Applications you may be given an opportunity to input payment information for one or more of your credit cards, check cards, or debit cards into the Transcend Applications to complete certain transactions.  By providing your payment information, you authorize all transactions made using the Transcend Applications.  You are responsible for all transactions associated with the Transcend Applications including unauthorized transactions.  If your mobile device is lost, stolen, or destroyed, please contact your credit card company immediately.

8.         I Understand that Use of the Transcend Applications is Subject to Rules of Conduct.

A.         Safe Use of the Transcend Applications Rules of Conduct

The safety of all Transcend Application users is important.  In addition, Transcend believes that all users benefit from basic rules regarding conduct while using the Transcend Applications.  Widespread use and enjoyment of the Transcend Applications is jeopardized when a few individuals act irresponsibly.  To help everyone have a positive experience, we ask that you follow a few basic rules of conduct when using the Transcend Applications.  In using the Transcend Applications, I understand, acknowledge, and agree that:

1.         I will use the Transcend Applications only for legitimate purposes as a client or guest of Transcend;

2.         I will exercise caution, good sense, and proper judgment when using the Transcend Applications;

3.         I will not upload or post any nude, partially nude, or sexually suggestive photos or other material using the Transcend Applications;

4.         I will not use the Transcend Applications for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;

5.         I will not use the Transcend Applications for the purpose of furthering terrorism or violence;

6.         I will not harass, bully, abuse, threaten, or intimidate any other Transcend Applications users;

7.         I will not collect or store personal information about any other individual using the Transcend Applications, or otherwise stalk, repeatedly contact, or harass other Transcend Applications users;

8.         I will not interfere with others’ use of the Transcend Applications or act in a way that negatively affects others’ use and enjoyment of the Transcend Applications;

9.         I will not use the Transcend Applications to send unauthorized or unwanted communications to any other person (i.e., I will not “spam” other people);

10.       I will not participate in any action that, in the sole and absolute opinion of Transcend, results or may result in any authorized user of the Transcend Applications being scammed or defrauded in any way in connection with such user’s use of the Transcend Applications;

11.       I will not use the Transcend Applications to transmit viruses, worms, bots, Trojans, or other malicious code;

12.       I will not do anything that could overburden, disable, or impair the appearance, functionality, or proper working of the Transcend Applications or any software, hardware, equipment, or Transcend Content used in connection with the Transcend Applications;

13.       I will not use or exploit any errors in design, features that have not been documented, or “bugs” to gain access in any way that is not generally known and intentionally made available by Transcend, and I will promptly report to Transcend my discovery of any such errors, features, or bugs;

14.       I will not hack the Transcend Applications, spoof the Transcend Applications, or modify any other software or website to imply falsely that the other software or website is associated with Transcend or the Transcend Applications;

15.       I will not collect user account information or User Content (as defined below), or otherwise access the Transcend Applications through an automated means (i.e., through bots, robots, spiders, scrapers, etc.);

16.       I will not impersonate any other person or misrepresent a relationship with any person or entity, including misrepresenting a relationship with Transcend;

17.       I will not adopt a false identity using the Transcend Applications;

18.       I will not manipulate the Transcend Applications so as to hide my identity or my use of the Transcend Applications;

19.       I will not use the Transcend Applications or Transcend Content in any way that violates any applicable federal, state, local, or international law or regulation, including without limitation, any laws regarding the export of data or software to and from the United States or other countries and any laws regarding privacy, online conduct, or acceptable online content; and

20.       I will not encourage or facilitate any violations of this Agreement.

We reserve the right (but not the obligation) in our sole discretion to refuse, delete, suspend, or terminate—without notice—your access to or use of the Transcend Applications and Transcend Content upon a violation or attempted violation of this Agreement, including, without limitation, any of the rules listed above.  Indirect or attempted violations of this Agreement, and actual or attempted violations by a third party acting on your behalf, shall be deemed violations by you of this Agreement.  Furthermore, it is a violation of this Agreement to use the services of another company for the purpose of facilitating any of the activities that violate this Agreement if such use of another company’s service could be expected to adversely affect the Transcend Applications in any manner.

B.         User Accounts Rules of Conduct

To use certain features of the Transcend Applications, you may be required to register by providing Transcend with personal information, including but not limited to, your name, user name, email address, and password (collectively, “Account Information”) you will use to access the Transcend Applications.  Transcend reserves the right to refuse registration or cancel a user name or an account, in its sole discretion.  In creating a user account, I understand, acknowledge, and agree that:

1.         I will create only one user account for myself;

2.         I will provide accurate, truthful, current, and complete information when creating my account;

3.         I will not create an account for anyone other than myself without permission;

4.         I will maintain and promptly update my Account Information when any of my Account Information changes;

5.         I will maintain the security and confidentiality of my account by not sharing my Account Information with any other person nor let anyone else access my account;

6.         I will not solicit Account Information from other users or access another user’s account;

7.         I will not sell, gift, or trade my account to any other person, and such transfer shall be null and void;

8.         I take responsibility for all activities that occur under my account and for all User Content (defined below) posted using my account;

9.         I accept all risks of unauthorized access of my account;

10.       I will immediately notify Transcend in writing of any unauthorized use of my account of which I become aware;

11.       I will contact my credit card company immediately if any unauthorized payments are made using the Transcend Applications;

12.       although Transcend will not be liable for my losses caused by any unauthorized use of my account, I may be liable for the losses of Transcend or others due to the unauthorized access and use of my account;

13.       I have no property rights or ownership interests in and to my account, and I understand that all rights to my account belong to Transcend;

14.       any violation of this Agreement may result in the termination of my account;

15.       Transcend may disable, suspend, or terminate my account at any time in its sole discretion and without any notice to me; and

16.       if my account is disabled, suspended, or terminated by Transcend, I will not create another one without Transcend’s express permission.

C.         Posting User Content:

The Transcend Applications may allow you to enter, post, provide, submit, or link to certain content (including, for example, text, data, photographs, images, graphics, files, videos, audio, sound, music, messages, materials, works of authorship, etc.) (collectively, “User Content”).  I understand, acknowledge, and agree that all User Content will comply with the terms and conditions of this Agreement.

Transcend does not claim any ownership rights in any User Content that you enter, post, submit, provide, or link to on or through the Transcend Applications.  By entering, posting, submitting, providing, or linking to User Content on or through the Transcend Applications, however, you grant Transcend, and Transcend hereby accepts, a worldwide, perpetual, irrevocable, non-exclusive, transferrable, sub-licensable, fully-paid up, and royalty free license to use, reproduce, create derivative works from, combine with other works, alter, modify, delete from, add to, translate, distribute copies, and publish the User Content and your name in connection with such use of your User Content in any and all media and in any manner, in whole or in part, subject only to any confidentiality obligations Transcend owes to you with respect to the User Content.  In addition, by entering, posting, submitting, providing, or linking to User Content, you hereby release Transcend from any claims that such use, as authorized above, violates any rights which you may have under applicable law, and you understand that you will not be entitled to any compensation for any use of your User Content.  Further, by entering, posting, submitting, providing, or linking to User Content, you hereby represent, warrant, and agree as follows:

1.         I own and control all the rights to the User Content or otherwise have (a) the legal rights to enter, post, submit, provide, or link to the User Content using the Transcend Applications and (b) the right to grant Transcend the license specified in this Agreement;

2.         The User Content that I enter, post, submit, provide, or link to does not, and will not, result in a breach of contract between me and any other person;

3.         I will pay all royalties, fees, and any other monies owing to any person due to any of the User Content that I enter, post, submit, provide, or link to using the Transcend Applications;

4.         None of the User Content is subject to confidentiality obligations from a third party;

5.         The User Content that I enter, post, submit, provide, or link to does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person;

6.         The User Content is truthful, accurate, not misleading, and offered in good faith;

7.         I am solely responsible for all of the User Content that I enter, post, submit, provide, link to, or otherwise make available in any way by or through the Transcend Applications;

8.         I will not post another person’s sensitive identification documents, financial information, or other personal data without that person’s permission;

9.         I will not enter, post, submit, provide, or link to User Content that is obscene or may be hateful or offensive on racial, ethnic, sexual, or any other grounds, is harmful, vulgar, or distasteful, or is defamatory, libelous, or invades another person’s privacy;

10.       I will not use Transcend Intellectual Property (including the Transcend Marks) without Transcend’s permission;

11.       I understand that Transcend can, in its sole discretion, monitor User Content that I and other users enter, post, submit, provide, or link to using the Transcend Applications;

12.       I understand that Transcend can, without notice and in its sole discretion, remove any User Content that Transcend believes is obscene, offensive, libelous, defamatory, or violates the law or any of the terms and conditions of this Agreement;

13.       I understand that Transcend can, in its sole discretion, remove any User Conduct if Transcend believes that doing so will improve the Transcend Applications;

14.       I understand that Transcend can edit User Content for relevance and appropriateness, in Transcend’s sole discretion;

15.       I understand that Transcend can disclose my identity or other information about me to any third party who claims that my User Content violates their rights, including their intellectual property rights or their right to privacy;

16.       I understand that Transcend can take appropriate legal action against me, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Transcend Applications or Transcend Content; and

17.       I understand that Transcend reserves the right to force forfeiture of the username of any account that becomes inactive or any username that violates the trademark or other intellectual property rights of any other person.

NOTICE:  Transcend has no obligation to respond to any of your User Content.  In addition, Transcend is not responsible for any User Content, including, for the truth, completeness, objectivity, or usefulness of such User Content. 

WITHOUT LIMITING THE FOREGOING, WE HAVE THE RIGHT TO FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDERS REQUESTING OR DIRECTING US TO DISCLOSE YOUR IDENTITY, USER ACCOUNT INFORMATION, OR ANY USER INFORMATION YOU HAVE PROVIDED ON OR THROUGH THE TRANSCEND APPLICATIONS.  YOU WAIVE AND HOLD HARMLESS TRANSCEND, ITS AFFILIATES, AND ITS SERVICE PROVIDERS FROM ANY CLAIMS OR CAUSES OF ACTION RESULTING FROM ANY ACTION TAKEN BY THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER TRANSCEND OR LAW ENFORCEMENT AUTHORITIES.

D.         Mobile Device Data Services

The Transcend Applications requires use of the internet to operate correctly, thus the quality and availability of the Transcend Applications may be affected by factors beyond Transcend’s control.  Transcend does not accept responsibility for unavailability of the Transcend Applications.  Further, the terms of your agreement with your respective mobile network provider apply when using the Transcend Applications.  You may be charged by your mobile provider for access to network connection services for the duration of the connection while accessing the Transcend Applications.  All such charges are your responsibility.  Further, you agree that your use of the Transcend Applications is not contrary to any terms or conditions of coverage extended to you by your respective mobile network provider.

E.         Third Party Websites

We assume no responsibility for any third-party websites that link to our Transcend Applications. If a third-party links to our website, it does not imply that we endorse, authorize, sponsor or are affiliated with that third party.

F. Email Sent from the Transcend Applications

Some Transcend Applications allow you to send email to Transcend.  By using these email programs, you agree you are sending email only for the defined purpose of contacting Transcend. Any other use of these email programs, including but not limited to sending Unsolicited Commercial Email (SPAM) is not in keeping with the intent of these programs and is prohibited.

9.         I Understand that the Transcend Applications May Contain Third Party Software Components that are Governed by Additional Terms.

A. Third Party Terms and Conditions Generally

The Transcend Applications may contain or interface with various third-party software components.  The purpose of these software components is to enhance the functionality of the Transcend Applications.  Such third-party software components may have terms and conditions, including privacy policies, and it is your responsibility to read and understand such terms and conditions, including the privacy implications of those terms and conditions.   These terms and conditions are separate and apart from this Agreement, but they apply to you simultaneously.  By your use of the Transcend Applications you represent to Transcend that you have read those third-party terms and agree to abide by those terms and conditions. 

The Transcend Applications may contain links to other sites, applications, or content, which links may appear to embed the sites, applications, or content hosted or provided by third parties into the interface of the Transcend Applications.  Your use of such other sites, applications, or content is subject to the terms of use, if any, governing the use of such sites, applications, or content.  Transcend is not able to control these third-party sites, applications, or content, and assumes no responsibility for their subject matter, privacy policies, or practices.  If there is any conflict between this Agreement and any terms or notices set forth with respect to any sites, applications, or content provided by any third parties, then the terms of such third-party sites, applications, or content will control your use of such sites, applications, or content.  Please review the terms of use for each third-party provider of sites, applications, or content so that you understand all the terms that will apply. By using the Transcend Applications, you expressly relieve Transcend from all liability arising from your use of any third-party sites, applications, or content.

10.       I Also Agree to the Following Terms and Conditions:

A.         Liability and Warranty Disclaimer:

YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE TRANSCEND APPLICATIONS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.  IN ADDITION, YOU ASSUME THE TOTAL RISK AND RESPONSIBILITY FOR THE TRANSCEND APPLICATIONS AND UNDERSTAND AND ACKNOWLEDGE THAT ANY LOSS OF DATA, DATA ERRORS, DAMAGE TO YOUR COMPUTER SYSTEM, INCOMPLETE TRANSACTIONS, SYSTEM DOWNTIMES, OR ANY OTHER ISSUES YOU EXPERIENCE USING THE TRANSCEND APPLICATIONS ARE AT YOUR SOLE RISK AND ARE NOT THE RESPONSIBILITY OF TRANSCEND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSCEND APPLICATIONS AND ANY SERVICES PERFORMED OR PROVIDED BY THE TRANSCEND APPLICATIONS (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU.  YOU UNDERSTAND AND AGREE THAT THE TRANSCEND APPLICATIONS WILL NOT BE UNINTERRUPTED OR ERROR FREE AND THAT TRANSCEND MAY NOT CORRECT ALL ERRORS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSCEND DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, WARRANTIES AND CONDITIONS WITH RESPECT TO THE TRANSCEND APPLICATIONS AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TRANSCEND DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE TRANSCEND APPLICATIONS, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE TRANSCEND APPLICATIONS OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THE TRANSCEND APPLICATIONS OR SERVICES WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRANSCEND OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.  MOREOVER, NOT ALL THE FUNCTIONALITY AND FEATURES SET FORTH IN THIS AGREEMENT WILL NECESSARILY BE AVAILABLE IN THE INITIAL VERSION (OR ANY FUTURE VERSION) OF THE TRANSCEND APPLICATIONS, AND NO MENTION OF SUCH FUNCTIONALITY OR FEATURES HEREIN SHOULD BE CONSTRUED AS A PROMISE TO PROVIDE SUCH FUNCTIONALITY OR FEATURES IN THE TRANSCEND APPLICATIONS OR IN ANY OTHER PRODUCT OFFERED BY TRANSCEND.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Transcend, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, DIRECTORS, OR TRUSTEES BE LIABLE FOR ANY DAMAGES UNDER THIS AGREEMENT, INCLUDING, WITHOUT ANY LIMITATION, ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT DAMAGES OR AS INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EVEN IF TRANSCEND IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS ON LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT.  YOU AND TRANSCEND HEREBY ACKNOWLEDGE AND AGREE THAT BOTH YOU AND TRANSCEND WOULD NOT BE ABLE TO PERFORM HEREUNDER ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY CAUSED DIRECTLY BY THE NEGLIGENCE OF TRANSCEND, THE IMITATION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY THE FRAUDULENT MISREPRESENTATION OF TRANSCEND, OR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL TRANSCEND’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF THE AMOUNT PAID TO TRANSCEND (OR A THIRD-PARTY PROVIDER) FOR THE Transcend APPLICATIONS OR FIVE DOLLARS ($5.00).  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The foregoing states the entire obligation of Transcend and your exclusive remedy arising out of your use of the Transcend Applications and Transcend’s provision of any Services associated with your use of the Transcend Applications.

B.         Indemnification:

YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR YOUR BEHAVIOR WHILE USING THE TRANSCEND APPLICATIONS, FOR THE INFORMATION PROVIDED IN YOUR USER ACCOUNT, AND FOR ALL USER CONTENT PROVIDED USING YOUR ACCOUNT.  ACCORDINGLY, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD TRANSCEND AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, TRUSTEES, CONTRACTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, COST, OR EXPENSE OF ANY KIND (INCLUDING ATTORNEYS’ FEES) THAT TRANSCEND MAY INCUR IN CONNECTION WITH A THIRD PARTY CLAIM, OR OTHERWISE, IN RELATION TO YOUR USE OF THE TRANSCEND APPLICATIONS, THE USER CONTENT YOU CONTRIBUTE OR LINK TO, YOUR ACCESS TO THE TRANSCEND APPLICATIONS, THE INFORMATION CONTAINED IN YOUR USER ACCOUNT, OR YOUR VIOLATION OF EITHER THIS AGREEMENT OR THE RIGHTS OF ANY THIRD PARTY.  TRANSCEND SHALL HAVE THE RIGHT TO CONTROL AND DIRECT THE DEFENSE OF ANY THIRD-PARTY CLAIM OR ACTION PURSUANT TO THIS SECTION, INCLUDING THE RIGHT TO SETTLE THE CLAIM, AND YOU AGREE TO PROVIDE YOUR FULL AND COMPLETE ASSISTANCE AND COOPERATION TO TRANSCEND.

C.         Global Availability:

The Transcend Applications and Transcend Content are available only for use by United States residents.  Use by residents outside of the United States is strictly prohibited.

D.         Use by Children under the Age of 18:

The Transcend Applications are not intended for children under the age of 18, and we do not knowingly collect any personal information from such children, as can be understood by reviewing our Privacy Notice at www.transcendfinancialgroup.com/privacy-policy. Use of the Transcend Applications is prohibited for children under the age of 18, and children under the age of 18 should not use the Transcend Applications at any time. 

E.         Ownership of Improvements:

I understand, acknowledge, and agree that Transcend owns all right, title, and interest in and to any improvements to any Transcend Application, Transcend Content, or Transcend Intellectual Property, regardless of whether such improvements resulted from a comment, suggestion, or recommendation that I made to Transcend. 

F.         Digital Millennium Copyright Act Policy:

Transcend does not knowingly permit the posting, storage, or transmission of copyrighted materials using its website or online services.  Transcend will respond to all claims of violations of copyright pursuant to the Digital Millennium Copyright Act.  To report a violation, please contact Transcend at the contact address provided below.

G.        Security Policy:

Transcend maintains appropriate safeguards in place to protect the security, confidentiality, and integrity of your personal information.  Safeguards may include administrative, physical, and electronic safeguards to protect against the unauthorized access, disclosure, alteration, destruction, loss, or misuse of your personal information.  Transcend limits access to your personal information to our employees and third parties necessary to provide the Transcend Applications to you. 

H.        Disputes, Forum, and Governing Law:

Except to the extent prohibited by applicable law, this Agreement, all matters relating to the Transcend Applications and Transcend Content, and any disputes, claims, suits, causes of action, or proceedings arising out of this Agreement, the Transcend Applications or the Transcend Content, including any disputes, claims, suits, or causes of action concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, shall be governed by and construed in accordance with the internal laws of the United States of America and the State of Washington, United States of America, without giving effect to any choice or conflict of law provision or rules.  If the foregoing choice of law provision is prohibited by applicable law, then this Agreement shall be governed by the laws of the country where the services associated with the Transcend Applications are primarily being provided.

Except as prohibited by law or provided below regarding suits we may initiate against you, any legal suit, action, or proceeding arising out of, or related to this Agreement, the Transcend Applications or Transcend Content will be instituted exclusively in the state or federal courts located in King County, Washington.  We retain the right to bring suit against you for any breach of this Agreement in your country of residence or any other relevant country.  You hereby waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  If the foregoing venue provision is prohibited by applicable law, then this Agreement shall be governed by the laws of the country where the services associated with the Transcend Applications are primarily being provided.

In addition, you agree that Transcend may, at its sole discretion, or when the foregoing provisions are prohibited by law, require you to submit any disputes, claims, suits, or causes of action relating to this Agreement, the Transcend Applications or Transcend Content, including any disputes, claims, suits, or causes of action concerning the interpretation, violation, invalidity, non-performance, or termination of this Agreement, to final and binding arbitration under the then-effective rules of the American Arbitration Association. If an arbitration is commenced pursuant to this paragraph, that arbitration shall be governed by the Federal Arbitration Act, and judgment upon the award rendered by the arbitrator(s) may be entered and enforced against you by any court of competent jurisdiction.  The place of the arbitration shall be Seattle, WA.

I.          Availability of Injunctive Relief:

You understand and agree that a breach or threatened breach of this Agreement will cause Transcend irreparable damage for which the recovery of money damages alone would be inadequate. Therefore, Transcend will be entitled to obtain injunctive relief to protect and enforce Transcend’s rights under this Agreement in addition to all remedies available at law without the requirement to post a bond (or with the posting of a nominal bond if a bond is required by applicable law).

J.          Attorney Fees and Costs:

If either party commences any action or proceeding against the other relating to this Agreement, the Transcend Applications or the Transcend Content, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees and costs irrespective of whether the action or proceeding is prosecuted to judgment.

K.         Controlling Language:

The controlling language of this Agreement is English.  This Agreement shall be construed and enforced only in accordance with the English language.

L.         Miscellaneous:

This Agreement is the complete and entire agreement between you and Transcend pertaining subject matter of this Agreement.  It supersedes and replaces all prior or contemporaneous agreements, understandings, communications, and discussions between you and Transcend relating to this Agreement, the Transcend Applications, your use of the Transcend Applications and the Transcend Content.  The failure of Transcend to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision nor prejudice Transcend’s right to take subsequent action.  This Agreement fully operates permissible by law.  If any provision of this Agreement is found unlawful, void, or enforceable by a court based upon any written decree, that provision shall be modified to the extent necessary to render it enforceable without losing its intent or it shall be deemed severable from this Agreement if no modification is possible.  The remainder of this Agreement shall remain in full force and effect and modification or severance of any one provision shall not affect the validity and enforceability of any of the remaining provisions.

N.  How to Contact Us:

To ask questions or raise a concern about the Transcend Applications, you may contact us at:

leahfritz@transcendfinancialgroup.com