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TERMS OF SERVICE

Last Updated: August 18, 2021

EXPENSIFY TERMS OF SERVICE

 

Welcome to Expensify! We provide expense management software, invoicing, bill
processing, applications and other financial tools and services.

 

These offerings are provided by Expensify, Inc. (“Expensify”, “we”, “us”, or
“our” which include our group and affiliated companies) through an application
you download to your mobile device (the “Application”) and at www.expensify.com
or www.use.expensify.com or new.expensify.com (the “Site” and, together with any
related software, tools and services provided in connection with the Application
or Site, the “Expensify Service”).

 

The following terms and conditions, along with Expensify’s Privacy Policy
(collectively, the “Terms of Service”), govern your access to and use of the
Expensify Service and all Site Content and constitute a binding legal agreement
between you and Expensify. These Terms of Service explicitly incorporate herein
by reference the following separate program terms, which may apply to your
account if you opt in to, are enrolled in, or otherwise use such programs
(collectively, the “Program Terms”):

 * Corporate Card Program Terms and the Card Agreement

 * Concierge Terms

 * Karma Program Terms

 * ACH Terms

Please read these Terms of Service carefully as they provide important
information to you. A few important highlights of these Terms of Service
include:

 * Limited Liabilities. You understand that we offer no warranties, and our
   liabilities are limited (See Section 7).

 * Arbitration and Class Action Waiver. You agree to resolve any disputes by
   individual arbitration and to waive the right to participate in any kind of
   class action (See Section 8).

 * Communication About New Features and Products. If you provide us with your
   email address or phone number (or activate your Account using a referred
   email address), you agree to receive, as applicable, emails, chats, calls and
   text messages from us with information relating to your Account, new and
   existing features, product updates and improvements, company and industry
   news and events, community updates and communications connecting you with
   other Members and volunteers. (See Section 9).

 * Modification. You understand that we may change these Terms of Service or any
   portion of the Expensify Service at any time. Your continued use of the
   Expensify Service constitutes your acceptance of any modified Terms of
   Service (See Section 10).

By accessing or using the Expensify Service in any way, including browsing the
Site, registering for an Expensify Account, downloading the Application or any
Application upgrades, using the Application on your mobile device, or by
entering into a statement of work with Expensify (a “Statement of Work”), you
are indicating that you have read, understand and agree to be bound by these
Terms of Service. If you do not agree to these Terms of Service, then you have
no right to access or use the Expensify Service or Site Content. If you agree to
the Terms of Service and do not agree to any Program Terms, do not use the
corresponding Program. If you accept or agree to these Terms of Service on
behalf of a company or other legal entity, you represent and warrant that you
have the authority to bind that company or other legal entity to these Terms of
Service and, in such event, “you” and “your” will refer and apply to that
company or other legal entity.

1.     Using the Expensify Service.

Who Can Use the Expensify Service?

By accessing or using the Expensify Service, you represent and warrant to
Expensify that: (i) you are of legal age to form a binding contract, or, if you
are a minor, you have your parent’s permission to use the Expensify Service and
your parent or guardian has read and agrees to these Terms of Service on your
behalf; (ii) all registration information you submit is accurate, current and
complete; (iii) you will maintain the accuracy and completeness of such
information; and (iv) if you are accepting these Terms of Service on behalf of a
company or other legal entity as a Corporate Administrator (as defined below),
you have the authority to bind that company or legal entity to these Terms of
Service. These Terms of Service are void where prohibited by law, and the right
to access the Expensify Service is revoked in such jurisdictions. If you do not
meet all of these requirements, you must not access or use the Expensify
Service.

Individual Account Registration

In order to access certain parts of the Expensify Service, you must register to
create an account (“Account”) and become a Member (“Member”). When registering
with Expensify as an individual you agree to: (a) provide true, accurate,
current and complete information about yourself as prompted by the Expensify
Service’s registration form (such information being the “Registration Data”) and
(b) maintain and promptly update the Registration Data to keep it true,
accurate, current and complete. If you provide any information that is untrue,
inaccurate, not current or incomplete, or we have grounds to suspect that such
information is untrue, inaccurate, not current or incomplete, we may suspend or
terminate your Account and refuse any and all current or future use of the
Expensify Service (or any portion thereof).

If you connect with a Corporate Policy (as defined below), you hereby understand
and agree that the Corporate Member has access and a right to the Member Data
related to transactions associated with the Corporate Policy (including any
Personal Data, as defined in the Privacy Policy) for its internal bookkeeping
purposes. A Corporate Member will maintain the following information when you
connect with a Corporate Policy: full name, email, phone number, and expense
data. Please contact the Corporate Member directly for more information about
what Personal Data the Corporate Member maintains. Further, in certain
circumstances where the Corporate Member has Domain Control, the Corporate
Member may have authorization and access to administer certain advanced security
settings, including the ability to delete your account (unless you provide an
alternative login not under the Corporate Member’s Domain Control), control
certain settings, and control how you use the Expensify Service. We will notify
you if a Corporate Member enables Domain Control and has a right to view or make
changes to the settings in your account.

You may not authorize any third party to access or use the Expensify Service or
any payment cards managed through your Account in connection with the Corporate
Card Program (a “Card”) on your behalf. You are responsible for maintaining the
confidentiality of your user ID and password and keeping the Card secure and are
fully responsible for all activities that occur under your user ID or password.
You agree to immediately notify Expensify of any unauthorized use of your user
ID or password or Card, or any other breach of security, and will (if allowed by
the Expensify Service) immediately stop using your Card where you know or
believe Cards have been compromised or stolen or may be misused. Expensify
cannot and will not be liable for any loss or damage arising from any
unauthorized use of your Account or Card.

Corporate Policies

In order to create an Account on behalf of a company or other legal entity,
rather than an individual (a “Corporate Member”), you must register to create an
Account as an administrator or policy holder for the Corporate Member (a
“Corporate Administrator”). When registering on behalf of a Corporate Member,
you agree to: (a) provide true, accurate, current and complete Registration Data
about yourself and the Corporate Member, and (b) maintain and promptly update
the Registration Data to keep it true, accurate, current and complete. If you
provide any information that is untrue, inaccurate, not current or incomplete,
or we have grounds to suspect that such information is untrue, inaccurate, not
current or incomplete, we may suspend or terminate the Corporate Member’s
Account and associated Member Accounts and refuse any and all current or future
use of the Expensify Service (or any portion thereof) by Corporate Member and
related Members.

A Corporate Member’s Account may host and administer one or more corporate
policies that individual Members can connect with to facilitate transactions on
the Expensify Service (a “Corporate Policy”). The Corporate Member acknowledges
that individual Members retain ultimate administrative control over their
individual Accounts and the Member Data and Member-Generated Content within
them, except to the extent a Corporate Member has Domain Control over accounts.

You may not allow any third party (other than authorized agents of the Corporate
Member) to access or use the Expensify Service or the Cards on Corporate
Member’s behalf. The Corporate Member is responsible for (i) all Member Data and
Member-Generated Content posted and activity that occurs under its Account; (ii)
maintaining the security of its Account login credentials; and (iii) promptly
notifying us upon becoming aware of any unauthorized use of, or access to, the
Expensify Service through its Account.

If the Corporate Member is a party to a Statement of Work with Expensify, these
Terms of Service shall begin on the effective date of the Statement of Work and,
unless terminated as otherwise provided in the Statement of Work, shall continue
through the term set forth in the Statement of Work (the “SOW Term”) and will
automatically renew for a successive one (1) year term following the end of each
SOW Term, unless either party notifies the other, not less than ninety (90) days
prior to the end of the then current SOW Term, of its intention not to renew. 

Either party to a Statement of Work may, by written notice, request any changes,
additions, deletions, or modifications to any Statement of Work. No changes to a
Statement of Work will be effective until a written amendment has been signed by
both parties. If any such change affects the amount due or the time of
performance thereunder, the parties shall negotiate in good faith a mutually
acceptable appropriate adjustment. In the event of conflict or inconsistency
between these Terms of Service and those of any Statement of Work, the Statement
of Work shall control.

Linked Financial Accounts

In order to access certain features of the Expensify Service (such as the
Corporate Card Program, Concierge, Expensify Invoicing, Karma Program or
Expensify’s ACH features), a Member or a Corporate Member may need to connect
its Account or Corporate Policy (as applicable) with an account that is held
with a financial institution or that provides financial data and is linked to or
authorized for use through the Member’s or Corporate Member’s Account, and/or an
account with other third-party payment providers (including a debit card, credit
card, checking account or other permitted payment method) (each, a “Linked
Financial Account”). You acknowledge and agree that you have the authority to
access and connect a Linked Financial Account to the Expensify Service, and to
authorize the initiation of payments, including the initiation of ACH debit or
credit entries or necessary adjustments or reversals or check payments, in
accordance with any payment instructions provided in connection with your use of
the Expensify Service.

Further, to participate in such features, as a Member or a Corporate
Administrator, you may be required to provide certain information (including
Personal Data as described in our Privacy Policy), which may include the
Member’s full name, email, phone number, business information (such as
registered business name and state of incorporation for the Corporate Member,
the business address, employer identification number, ownership details, actual
or anticipated revenue, the nature of the business, and details from Linked
Financial Accounts and other business information we may request from time to
time), Financial Data,  and the name, contact information, and date of birth of
individual Members or beneficial owners, the social security number of
beneficial owners/controlling officers (requesting users), and documentary
information used to verify the business and Personal Data. “Financial Data“
means a bank balance, transaction data, and account information accessible to
Expensify through Linked Financial Accounts or Third-Party Service Providers (as
defined in the Corporate Card Program Terms, as applicable).

Bill Pay and Invoicing

In order to access Expensify’s bill payment and invoice payment features on the
Expensify Service (collectively, “Expensify Invoicing”), so you can make
payments to third party merchants (“Merchants”) or request and receive payments
from third party clients (“Clients”), we will require a Member or a Corporate
Member, as the case may be, to connect with a Linked Financial Account.

When you provide information about your Merchants and Clients to the Expensify
Service, you agree to provide correct and current information, and you represent
and warrant that you have obtained all necessary authorizations and consents
from the Merchant or Client to share such information. You are solely
responsible for verifying the accuracy of all such information. Expensify will
have no liability for losses or damages resulting from the accuracy or
inaccuracy of the Merchant or Client information.  

By agreeing to these Terms of Service and using the check printing feature of
Expensify Invoicing, you authorize Expensify or its third-party provider to send
checks drawn on your bank account identified in your Account.  The accuracy of
all the bank account details, account and routing numbers and the address of the
Merchant or Client is solely your responsibility.  You will be responsible for
notifying your financial institution of any voided or cancelled checks, ensuring
the bank account associated with Expensify Invoicing is funded, and will be
responsible for any fees related to the voiding or cancelling of checks sent by
Expensify or its third-party providers on your behalf.

Expensify reserves the right, in our reasonable discretion and without any
liability to any Members, Corporate Members, or other third parties, to (i)
limit or refuse to make, process or issue any payment initiated or requested
through Expensify Invoicing, and (ii) impose limits on the amount of money sent
through Expensify Invoicing, on a per transaction or a cumulative basis, and to
change those limits at any time. In each case, Expensify will use commercially
reasonable efforts to provide notice to the affected Member, but it will not be
required to do so. To the extent permitted by law, you grant Expensify the right
to apply or set off any money or credit balance in which you have an interest
and which is in Expensify’s possession, custody or control, in satisfaction of
any amounts or liabilities that you owe to Expensify. You acknowledge and agree
that you will not use Expensify Invoicing for payment of child support, alimony,
taxes or other court-directed or government payments, fines or penalties.

Payment processing services for Members or Corporate Members, as the case may
be, on the Expensify Platform are provided by Stripe and are subject to the
Stripe Connected Account Agreement, which includes the Stripe Terms of Service
(collectively, the “Stripe Services Agreement”). You agree to be bound by the
Stripe Services Agreement, as the same may be modified by Stripe from time to
time. As a condition of the Expensify Service enabling payment processing
services through Stripe, you agree to provide Expensify Service accurate and
complete information about you and your business, and you authorize Expensify
Service to share it and transaction information related to your use of the
payment processing services provided by Stripe.

Personal Payments    

The Expensify Service, via new.expensify.com, allows Members to track informal
debts, expenses, and bills, by allowing Members to post debts and payments and
notes about who they owe, who owes them and why. You agree that this service is
provided as-is and on an as-available basis. You agree (1) that these debts are
not legally binding, and represent informal information sharing, (2) that
Expensify cannot guarantee the accuracy of information entered by Members or
payment from any Members or non-Members for such debts, and (3) any payments
made based on the amounts in the personal payments feature on or through
third-party platforms, websites or services that are not owned or controlled by
Expensify shall be subject to the terms of such third-party platforms, websites,
or services. You expressly relieve Expensify from any and all liability arising
from (1) any transactions occurring or not occurring via the personal payments
feature and (2) your use of any third-party platforms, websites, or services to
process any transactions posted in the personal payments feature.

Third Party Payment Services

Some users will have access to other payment functions of other companies
through links on the Site or Application. These links or API integrations will
initiate a payment or request by pre-populating some information (such as email
address, phone number, amount or notes) as part of payments completed on a third
party payment system. You agree to abide by the terms of service of any payment
service linked to by Expensify, and you agree that Expensify is in no way
responsible or liable for transactions and service provided by a third party
linked to or from the Expensify Service.

Fees and Payment

By establishing an Expensify Account, you agree to the term, pricing, payment,
and billing policies set forth (a) herein, (b) on the Site (including our
pricing page), and/or (c) if applicable, in a separately executed Statement of
Work. The use of various offerings within the Expensify Service may be subject
to additional terms as set forth on the Site (such additional terms being
incorporated herein by reference), including but not limited to expense
reporting, SmartScan, certain functionalities of invoices and bill processing,
and other services described on the Expensify Service. All fees paid for the
Expensify Service are non-refundable and non-transferable except as expressly
provided in these Terms of Service or Statement of Work. All fees and applicable
taxes, if any, are payable in United States dollars, Pound Sterling, New Zealand
Dollar, or Australian Dollar, as applicable. You are solely responsible for the
payment of, and shall pay when due, all applicable sales and use taxes and
similar fees now in force, enacted or imposed in the future on the delivery of
Expensify Service and/or any related transactions (except for taxes assessed on
Expensify’s net income or personal property). If for any reason Expensify pays
any such taxes, duties or excises, you will reimburse Expensify for such taxes,
duties or excises, other than taxes on Expensify’s net income. Expensify
reserves the right to change the prices for any service package with fifteen
days’ notice to you prior to the next billing cycle, unless otherwise set forth
in a Statement of Work.

 Term and Termination

The term of your Expensify Service package is as set forth on the Site and in
your billing account details. If your selected Expensify Service package
requires a recurring subscription fee, your Expensify Service package will
automatically renew, unless you change your billing settings to month-to-month,
we terminate it, or you notify us by email (concierge@expensify.com) of your
decision to terminate your current Expensify Service package at the end of the
term. You must cancel any automatically renewing Expensify Service package
before it renews in order to avoid billing of subscription fees for the renewal
term to your credit card. All fees and charges are nonrefundable, and there are
no refunds or credits for partially-used periods. If your Expensify Service
package is for a term of 12 months or longer, your subscription is deemed to
have begun during the month in which you were first billed by Expensify for the
Expensify Service package (or, in the event that a Corporate Member connects
additional individual Members to its Corporate Policy or otherwise connects
individual Members to its Expensify Service package after beginning its
subscription, from the month in which you were first billed for those additional
individual Members). If you have executed a Statement of Work, the SOW Term and
termination provisions shall be as set forth in such Statement of Work.

If you breach any of these Terms of Service, the Corporate Card Program Terms or
the Card Agreement, or violate the rules of an Issuer or Card Network (as
defined in the Corporate Card Program Terms), Expensify will have the right to
suspend, disable or terminate your Account or Cards or terminate these Terms of
Service, at its sole discretion and without prior notice to you. Expensify
reserves the right to revoke your access to and use of the Expensify Service or
to terminate any Statement of Work at any time, with or without cause. In the
event Expensify terminates these Terms of Service for your breach, you will
remain liable for any and all amounts due hereunder. You may cancel your Account
at any time here, or by sending an email to concierge@expensify.com.

If you are party to a Statement of Work, you may terminate your obligations
under these Terms of Service (a “Termination for Cause”) in the event Expensify
fails to perform or observe any material term or condition under these Terms of
Service and fails to cure such breach within thirty (30) days after receipt of
written notice of such breach.

Privacy

See Expensify’s Privacy Policy for information and notices concerning
Expensify’s collection and use of your personal information. 

2. Special Offerings on the Expensify Service.

Corporate Card Program. As part of the Expensify Service, individual Members may
elect to receive a Card (which may require approval of a Corporate Member if
such Card is connected to a Corporate Policy), along with other related programs
provided by Expensify from time to time (the “Corporate Card Program”).  If you
participate in the Corporate Card Program as an individual Member or a Corporate
Member, you are subject to the Corporate Card Program Terms and the Card
Agreement.

Concierge. Expensify operates a virtual personal assistant known as Concierge
that helps with support, customer questions, reservations and other services as
described on the Site. If you participate in the Corporate Card Program and you
choose to benefit from certain of Concierge’s advanced features such as its
reservation system, you are subject to the Concierge Terms.

Karma Program. As part of the Expensify Service,      we provide a charitable
offset program      and feedback loop for (i) all participants in the Corporate
Card Program, who automatically receive Karma Points with each purchase on the
Card, (ii) Corporate      Members whose Corporate Administrators choose to
participate in the Corporate Karma Program and all of the Members under such
Corporate Policy, and (iii) Members who choose to participate via the Personal
Karma Program (collectively, the      Personal Karma Program      and Corporate
Karma Program are referred to as the “Karma Program,” and the participants
listed in (i) through (iii) above, the “Karma Participants”).  If you are a
Karma Participant in the Karma Program, then you are subject to the Karma
Program Terms     , and you acknowledge and agree that your name and chosen
login credentials (e-mail address or phone number, depending on your chosen
registration method) may be shared with volunteers in the Karma Program and
other Members who are part of the Karma Program.  As part of the Karma Program,
you agree to receive emails, texts and/or chats regarding the Karma Program from
Expensify, Karma Program volunteers and other participants in the Karma Program.
You also agree to receive instructions on how to use other Expensify functions
to provide alternate forums for communications regarding the Karma Program.

ACH Terms. Corporate Members in the United States may link a business bank
account and Members in the United States may link a personal bank account to
initiate reimbursement payments or otherwise participate in Expensify Invoicing
via the Automated Clearing House (ACH) Network. For more information and to
review the Agreement for ACH Services, visit Expensify’s ACH Terms.

Expensify.org. Expensify.org is a California nonprofit public benefit
corporation that provides a platform for individuals and entities to donate
funds to various charitable initiatives and be reimbursed for expenses related
to volunteer activities, along with other related services. Please visit
Expensify.org to review the Expensify.org Terms of Service.

Supplemental Terms for Certain Services. Certain additional services offered as
part of the Expensify Service may require you to enter into a separate agreement
and/or be subject to additional terms. In the event of any conflict between
these Terms of Service and the additional terms, these Terms of Service will
control.

Links to Third-Party Websites

The Expensify Service may now or in the future contain links to third-party
websites, advertisers, services, or resources that are not owned or controlled
by Expensify. You acknowledge and agree that Expensify has no control over and
is not responsible or liable for: (i) the availability or accuracy of such
websites or resources; or (ii) the Content, products, privacy policies,
practices, or services on or available from such websites or resources. Links to
such websites or resources do not imply any endorsement by Expensify of such
websites or resources or the Content, products, practices, privacy policies, or
services available from such websites or resources. You acknowledge sole
responsibility for and assume all risk arising from your use of any such
websites or resources or the Content, products, or services on or available from
such websites or resources. Additionally, your dealings with or participation in
promotions of any third parties, including payment and delivery of goods, and
any other terms (such as warranties) are solely between you and such third
parties. You agree that Expensify shall not be responsible for any loss or
damage of any sort relating to your dealings with such third parties. We
encourage you to be aware of when you leave the Expensify Service or Site, and
to read the terms and conditions and privacy policy of any third-party website
or service that you visit. You expressly relieve Expensify from any and all
liability arising from your use of any third-party website or services or
third-party Content.

Referrals

If you choose to use our referral service to tell a friend about Expensify, or
if, as a Corporate Administrator, you refer an employee or other authorized
service provider to connect with your Corporate Policy (each such individual, a
“Referred Party”), you must seek consent of the Referred Party so that Expensify
may use their name and email address to contact them about the Expensify
Service. By providing us with the Referred Party’s name and email address, you
warrant that the Referred Party consents to such contact. If you were referred
by a friend or a Corporate Administrator, and you activate an Account, you
hereby agree that Expensify may use such Personal Data as if you had directly
provided it to Expensify, which such Personal Data will be governed by the
Privacy Policy.  

3.     Your Content.

Content Generally

“Content” shall mean any text, graphics, photos, music, software, audio, video,
information, or other materials. Content shall be “Expensify Content” if
Expensify makes such Content available through the Site or Expensify Service,
including any Content licensed to Expensify from a third party, but excluding
Member-Generated Content (as defined below). “Site Content” shall refer to all
Expensify Content and Member-Generated Content.

Member Data

Subject to the section below labeled “Member Data Shared with Corporate
Policies”, each individual Member shall retain all right, title and interest in
and to (a) all Content transmitted by or on behalf of an individual Member to
Expensify, Issuers, Card Networks, or Third-Party Service Providers (as defined
in the Corporate Card Program Terms, if applicable), in connection with its use
of the Expensify Service and (b) reports and other materials generated by the
Expensify Service following such transmission (collectively, “Member Data”),
provided, however, that Member hereby grants to Expensify a worldwide,
royalty-free, non-exclusive license to use (i) data generated as a result of
Member’s use of the Expensify Service solely for purposes of: (x) maintaining
and improving the Expensify Service and (y) providing Member with access to and
information about customized features, new functionality, partner integrations,
special product offers and promotions, newsletters, personal interest pieces,
interests for the Expensify community, events, elections, and campaigns, and
(ii) non-identifiable, anonymous, aggregated data regarding Member’s use of the
Expensify Service compiled by Expensify solely for marketing purposes, research
purposes, or data analysis. Notwithstanding the foregoing, if you connect with a
Corporate Policy or otherwise submit an expense report to a Corporate Member or
any other Member, that Corporate Member or other Member also has right and title
to the Member Data necessary for their internal bookkeeping purposes, subject to
the license to Expensify set forth above.

Member Data Shared with Corporate Policies

Notwithstanding the foregoing, if you connect with a Corporate Policy or
otherwise submit an expense report to a Corporate Member or any other Member,
that Corporate Member or other Member also has right and title to the Member
Data necessary for their internal bookkeeping purposes, subject to the license
to Expensify set forth above in the section below labeled “Member Data.”

Corporate Member Art

Corporate Member shall retain all right, title and interest in and to all of
Corporate Member’s logos, promotional graphics and related marketing designs
(collectively, the “Corporate Member Art”), provided, however, that Corporate
Member hereby grants to Expensify a worldwide, royalty-free, non-exclusive
license to use the Corporate Member Art, as well as Corporate Member’s corporate
and/or trade name, for purposes of fulfilling its obligations hereunder and
marketing Expensify’s products and services to third parties, subject to
Corporate Member’s right in each instance to approve the manner and form of such
use (which approval shall be in writing and shall not be unreasonably withheld
or delayed).

Member-Generated Content

As part of the Expensify Service, Expensify may allow a Member to post, upload,
publish, submit or transmit Content to Expensify or to other Members via the
Expensify blog,      social features, direct messaging, group messaging, e-mail
or chat features (hereafter collectively referred to as “Expensify Chat”), or at
various other publicly available locations on the Expensify Service
(“Member-Generated Content”). These public forums may be hosted by Expensify or
by one of our third-party service providers on our behalf. You agree in posting
Member-Generated Content to follow certain rules     , including the Acceptable
Use Policy and Content Standards. You are responsible for all Member-Generated
Content you submit, upload, post or store through these areas of the Expensify
Service.  You grant Expensify      our affiliates and service providers, and
each of their and our respective licensees, successors, and assigns a
non-exclusive, transferable, sub-licensable, royalty-free, and worldwide,
license to use, distribute, modify, run, copy, publicly perform or display,
translate, and create derivative works and authorize Expensify to enforce any
unauthorized use or reproduction of any Member-Generated Content provided
through your use of the Expensify Service. Archive your Member-Generated Content
frequently. You are responsible for any lost or unrecoverable Member-Generated
Content. You must provide all required and appropriate warnings, information and
disclosures. Expensify is not responsible for the Content or data you submit
through the Expensify Service.

You represent and warrant that: (i) you own or control all rights in and to the
Member-Generated Content that you post and have the right to grant the license
granted above to us and our affiliates and service providers, and each of their
and our respective licensees, successors, and assigns; (ii)  all of your
Member-Generated Content does and will comply with these Terms of Service.

4.     Expensify Content.

License Granted by Expensify

Subject to your compliance with these Terms of Service, Expensify grants you a
limited non-exclusive, non-transferable license to download and install a copy
of the Application on your mobile device and run such copy of the Application
solely for your own personal or business use. Furthermore, with respect to an
Application accessed through or downloaded from any app store or distribution
platform (like the Apple App Store or Google Play) (an “App Store Sourced
Application”), you will only use the App Store Sourced Application as permitted
by any usage rules set forth in the in the applicable app store’s terms of use.
Expensify reserves all rights in the Application not expressly granted to you by
these Terms of Service. See also the section herein titled “Accessing and
Downloading the Application from App Provider.”

Confidentiality

The term “Confidential Information” shall mean any and all of Expensify’s trade
secrets, confidential and proprietary information and all other information and
data of Expensify that is not generally known to the public or other third
parties who could derive value, economic or otherwise, from its use or
disclosure. Confidential Information shall be deemed to include technical,
financial, strategic and other proprietary and confidential information relating
to Expensify’s business, operations and properties, including information about
Expensify’s users or partners, or other business information disclosed directly
or indirectly in writing, orally or by drawings or observation. You acknowledge
that Confidential Information is a valuable, special and unique asset of
Expensify and agree that you will not disclose, transfer, use (or seek to induce
others to disclose, transfer or use) any Confidential Information for any
purpose other than disclosure to your authorized employees and agents who are
bound to maintain the confidentiality of Confidential Information. You shall
promptly notify Expensify in writing of any circumstances which may constitute
unauthorized disclosure, transfer, or use of Confidential Information. You shall
use best efforts to protect Confidential Information from unauthorized
disclosure, transfer or use. You shall return all originals and any copies of
any and all materials containing Confidential Information to Expensify upon
termination of this Agreement for any reason whatsoever.

Ownership

Expensify shall own and retain all right, title, and interest in and to the
Expensify Service (except for any licensed content and software components
included therein). Member agrees not to reverse engineer, decompile, distribute,
license, sell, transfer, disassemble, copy      (including capturing
screenshots), alter, modify, or create derivative works of the Expensify Service
or otherwise use the Expensify Service in any way that violates the use
restrictions contained in these Terms of Service. Expensify does not grant to
Member any license, express or implied, to the intellectual property of
Expensify or its licensors. Member further acknowledges and agrees that any
information regarding the design, “look and feel”, specifications, components,
functionality or operation and payment terms and pricing (if applicable) of the
Expensify Service is considered Confidential Information of Expensify.

Expensify Logos and Designs

Expensify’s graphics, logos, designs, page headers, button icons, scripts and
service names are registered trademarks, trademarks or trade dress of Expensify
in the U.S. and/or other countries. Expensify’s trademarks and trade dress may
not be used, including as part of trademarks and/or as part of domain names, in
connection with any product or service in any manner that is likely to cause
confusion and may not be copied, imitated, or used, in whole or in part, without
Expensify’s prior written permission.

5. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE.

If you believe that your copyrighted work has been copied in a way that
constitutes copyright infringement and is accessible through the Expensify
Service, please notify Expensify’s copyright agent, as set forth in the Digital
Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under
the DMCA, you must provide the following information in writing:

(1) An electronic or physical signature of a person authorized to act on behalf
of the copyright owner;

(2) Identification of the copyrighted work that you claim is being infringed;

(3) Identification of the material that is claimed to be infringing and where it
is located on the Services;

(4) Information reasonably sufficient to permit Expensify to contact you, such
as your address, telephone number, and email address;

(5) A statement that you have a good faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent, or
law; and

(6) A statement, made under penalty of perjury, that the above information is
accurate, and that you are the copyright owner or are authorized to act on
behalf of the owner.

Expensify’s Designated Copyright Agent to receive notifications of claimed
infringement can be reached as follows:

Attention: Copyright Agent

           Expensify, Inc.

           401 SW 5th Ave

           Portland, OR 97204

           legal@expensify.com

For clarity, only DMCA notices should go to the Expensify, Inc. Designated
Copyright Agent. Any other feedback, comments, requests for technical support or
other communications should be directed to Expensify
via concierge@expensify.com 

6.     Acceptable Use Policy and Content Standards.

As part of your use of the Expensify Service, you agree not to do any of the
following:

(1)   Post, upload, publish, submit or transmit any Member Data or
Member-Generated Content that: (i) infringes, misappropriates or violates a
third party’s patent, copyright, trademark, trade secret, moral rights or other
intellectual property rights, or rights of publicity or privacy; (ii) violates,
or encourages any conduct that would violate, any applicable law or regulation
or would give rise to civil liability; (iii) is fraudulent, false, misleading or
deceptive; (iv) is defamatory, obscene, pornographic, indecent, abusive,
hateful, inflammatory, vulgar,  offensive or otherwise objectionable; (v)
promotes sexually explicit or pornographic material, or discrimination, bigotry,
racism, hatred, harassment or harm against any individual or group including but
not limited to race, sex, religion, nationality, disability, sexual orientation,
or age; (vi) is violent or threatening or promotes violence or actions that are
threatening to any person or entity;      (vii) promotes illegal or harmful
activities or substances or advocates, promotes or assists any unlawful act; 
(viii) causes annoyance, inconvenience, or needless anxiety or is likely to
upset, embarrass, alarm, or annoy any other person; (ix) is likely to deceive
any person, or impersonate any person, or misrepresent your identity or
affiliation with any person or organization; (v) involves commercial activities
or sales, such as contests, sweepstakes, and other sales promotions, barter, or
advertising; (vi) gives the impression that it emanates from or is endorsed by
us or any other person or entity, if this is not the case; or (vii) is, in
Expensify’s sole discretion, objectionable or exposes Members to harm or
liability;

(2)   Use, display, screenshot, copy, upload, transmit, mirror or frame the
Expensify Service, or any individual element within the Expensify Service,
Expensify’s name, any Expensify trademark, logo or other proprietary
information, or the layout and design of any page or form contained on a page,
without Expensify’s express written consent;

(3)   Access, tamper with, or use non-public areas of the Expensify Service,
Expensify’s computer systems, or the technical delivery systems of Expensify’s
providers, or otherwise attempt to do any of the foregoing;

(4)   Attempt to probe, scan, or test the vulnerability of any Expensify system
or network or breach any security or authentication measures;

(5)   Defame, abuse, harass, stalk, threaten or otherwise violate the legal
rights (such as of privacy and publicity) of any other use of the Expensify
Service or staff member of Expensify;

(6)   Avoid, bypass, remove, deactivate, impair, descramble or otherwise
circumvent any technological measure implemented by Expensify or any of
Expensify’s providers or any other third party (including another user) to
protect the Expensify Service or Site Content;

(7)   Attempt to access or search the Expensify Service or Site Content or
download Site Content from the Expensify Service through the use of any engine,
software, tool, agent, device or mechanism (including spiders, robots, crawlers,
data mining tools or the like) other than the software and/or search agents
provided by Expensify or other generally available third party web browsers;

(8)   Send any unsolicited or unauthorized advertising, promotional materials,
email, junk mail or junk messages, spam, chain letters or other form of
solicitation (including sending invitations to use the Expensify Service to the
mobile numbers of people you do not know or from whom you have not received
consent to such contact);

(9)   Use or disclose any Confidential Information of Expensify, except as
otherwise explicitly set forth herein.

(10)       Use any meta tags or other hidden text or metadata utilizing an
Expensify trademark, logo URL or product name without Expensify’s express
written consent;

(11)       Use the Expensify Service or Site Content for any commercial purpose
or the benefit of any third party or in any manner not permitted by these Terms
of Service;

(12)       Forge any TCP/IP packet header or any part of the header information
in any email or newsgroup posting, or in any way use the Expensify Service or
Site Content to send altered, deceptive or false source-identifying information;

(13)       Attempt to decipher, decompile, disassemble or reverse engineer any
of the software used to provide the Expensify Service or Site Content;

(14)       Interfere with, or attempt to interfere with, the access of any user,
host or network, including, without limitation, sending a virus, Trojan horses,
worms, logic bombs,  overloading, flooding, spamming, or mail-bombing the
Expensify Service or otherwise introduce other material that is malicious or
technologically harmful;

(15)       Collect or store any personally identifiable information from the
Expensify Service from other users of the Expensify Service without their
express written permission or as otherwise provided for in these Terms of
Service;

(16)       Impersonate or misrepresent your affiliation with any person or
entity;

(17)       Violate any applicable law or regulation;      

(18)       If you are affiliated with a Corporate Member, use the Expensify
Service or Site Content in violation of such Corporate Member’s data retention
or legal hold policies;

(19)       Engage in any other conduct that restricts or inhibits anyone's use
or enjoyment of the Site, or which, as determined by us, may harm Expensify or
Members, or expose them to liability; or

(20)       Encourage or enable any other individual or entity to do any of the
foregoing.

Expensify will have the right to investigate and prosecute violations of any of
the above to the fullest extent of the law. Expensify may involve and cooperate
with law enforcement authorities and other third parties as appropriate in
prosecuting or taking other related legal actions regarding Members or other
users who violate these Terms of Service or violate laws including intellectual
property rights or violations of privacy rights. You acknowledge that Expensify
has no obligation to monitor your access to or use of the Expensify Service, or
to review, edit, or delete any Member Data or Member-Generated Content, but it
has the right to do so for the purpose of operating the Expensify Service, to
ensure your compliance with these Terms of Service, or to comply with applicable
law or the order or requirement of a court, administrative agency or other
governmental body.  Accordingly, we assume no liability for any action or
inaction regarding transmissions, communications, or content provided by any
user or third party. We have no liability or responsibility to anyone for
performance or nonperformance of the activities described in this section. You
further acknowledge and agree that if Expensify determines in its sole
discretion that your use of the Expensify Service is in violation of these Terms
of Service, Expensify may terminate your use of the Expensify Service or
restrict your access (temporarily or permanently) to certain features of the
Expensify Service.  If you print, copy, modify, download, screenshot, post or
otherwise use or provide any other person with access to any part of the
Expensify Service  in breach of the Terms of Service, you must, at our option,
return, takedown or destroy any copies, uploads, screenshots, posts, or other
disclosures of the materials you have made. Any use of the Expensify Service not
expressly permitted by these Terms of Service is a breach of these Terms of
Service and may violate copyright, trademark, and other laws.

7. Liability Matters and Indemnification.

PLEASE READ THIS SECTION CAREFULLY, SINCE IT LIMITS THE LIABILITY OF EXPENSIFY
TO YOU. YOUR USE OF THE EXPENSIFY SERVICE IS AT YOUR OWN RISK.

Disclaimers

THE EXPENSIFY SERVICE AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EXPENSIFY
EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING
OR USAGE OF TRADE. EXPENSIFY MAKES NO WARRANTY THAT THE EXPENSIFY SERVICE OR
SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED,
SECURE, OR ERROR-FREE BASIS. EXPENSIFY MAKES NO WARRANTY REGARDING THE QUALITY
OF ANY PRODUCTS, EXPENSIFY SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH
THE EXPENSIFY SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR
RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE EXPENSIFY SERVICE. EXPENSIFY
DOES NOT WARRANT THE RESULTS OF USE OF THE EXPENSIFY SERVICE, AND USERS OF THE
EXPENSIFY SERVICE ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. USERS
OF THE EXPENSIFY SERVICE SHOULD NOTE THAT IN USING THE EXPENSIFY SERVICE,
SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURES WHICH ARE
NOT UNDER EXPENSIFY’S CONTROL (SUCH AS THIRD-PARTY SERVERS AND THE INTERNET).
EXPENSIFY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY
INFRASTRUCTURES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EXPENSIFY OR
THROUGH THE EXPENSIFY SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE
HEREIN. 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH
OTHER USERS OF THE EXPENSIFY SERVICE AND WITH OTHER PERSONS WITH WHOM YOU
COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE EXPENSIFY SERVICE. YOU
UNDERSTAND THAT EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF SERVICE,
EXPENSIFY DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE
EXPENSIFY SERVICE, NOR DOES EXPENSIFY MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS
OF USERS OF THE EXPENSIFY SERVICE. EXPENSIFY MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE CONDUCT OF USERS OF THE EXPENSIFY SERVICE OR THEIR
COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE EXPENSIFY SERVICE. YOU
AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH
OTHER USERS OF THE EXPENSIFY SERVICE AND WITH OTHER PERSONS WITH WHOM YOU
COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE EXPENSIFY SERVICE,
PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Third Party Disputes. 

Expensify is not affiliated with any other Member, Corporate Member, Merchant,
Client, third-party service provider affiliated with your Linked Financial
Account, or other third-party service, and any dispute you have with any such
third party arising from your use of the Expensify Service, including, without
limitation, your employer, is directly between you and such third party, and you
irrevocably release Expensify (and our directors, officers, subsidiaries,
affiliates, agents and employees) from any and all claims, demands and damages
(actual and consequential) of every kind and nature, known and unknown, arising
out of or in any way connected with such disputes. Expensify will not, and will
not attempt, to reverse or otherwise recover any payment or transaction that is
subject to a bona fide dispute.

Indemnity

You agree to defend, indemnify, and hold Expensify, its officers, directors,
employees and agents, harmless from and against any claims, liabilities,
damages, losses, and expenses, including, without limitation, reasonable legal
and accounting fees, arising out of or in any way connected with your access to
or use of the Expensify Service, or your violation of these Terms of Service,
including without limitation any breach of any representations or warranties
herein, any infringement by you of Expensify’s intellectual property rights, and
any claim by a third party that the Member Data or Corporate Member Art
infringes such third party’s intellectual property rights.

Expensify will defend, indemnify and hold you (and in the case of a Corporate
Member, your directors, officers, employees and affiliates) harmless from and
against any and all costs, liabilities, losses and expenses (including but not
limited to reasonable attorneys’ fees), resulting from any claim, suit, action
or proceeding alleging that the Expensify Service or any portion thereof
infringes any patent, copyright or other intellectual property, proprietary, or
other right of any third party.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE EXPENSIFY SERVICE AND
SITE CONTENT REMAINS WITH YOU. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH
HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,
SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER EXPENSIFY OR ANY OTHER PERSON OR
ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE EXPENSIFY SERVICE OR
SITE CONTENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, EXPENSIFY
SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF
SUBSTITUTE PRODUCTS OR EXPENSIFY SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR
BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS OF EXPENSIFY SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR
SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER
USERS OF THE EXPENSIFY SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR
INTERACT AS A RESULT OF YOUR USE OF THE EXPENSIFY SERVICE, WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER
LEGAL THEORY, AND WHETHER OR NOT EXPENSIFY HAS BEEN INFORMED OF THE POSSIBILITY
OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL
EXPENSIFY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS
OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE EXPENSIFY SERVICE OR SITE
CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO EXPENSIFY FOR USE OF THE EXPENSIFY
SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EXPENSIFY AND YOU. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.

8.     Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS
HOW YOU AND EXPENSIFY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL,
WITH LIMITED EXCEPTION, REQUIRE YOU AND EXPENSIFY TO SUBMIT CLAIMS AGAINST EACH
OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to
your use of the Site, the Terms of Service, or the Expensify Service, you will
contact us at concierge@expensify.com and you and Expensify will attempt in good
faith to negotiate a written resolution of the matter directly. You agree that
if the matter remains unresolved for 30 days after notification (via certified
mail or personal delivery), such matter will be deemed a “Dispute” as defined
below. Except for the right to seek injunctive or other equitable relief
described under the “Binding Arbitration” section below, should you file any
arbitration claims, or any administrative or legal actions without first having
attempted to resolve the matter by mediation, then you agree that you will not
be entitled to recover attorneys’ fees, even if you may have been entitled to
them otherwise.

Binding Arbitration

You and Expensify agree that any dispute, claim or controversy arising out of or
relating to the Site, the Terms of Service or your use of the Expensify Service
including the determination of the scope or applicability of this agreement to
arbitration (collectively “Disputes”) will be settled by binding arbitration,
except that each party retains the right to seek injunctive or other equitable
relief in a court of competent jurisdiction to prevent the actual or threatened
infringement, misappropriation, or violation of a party’s copyrights,
trademarks, trade secrets, patents, or other intellectual property rights. This
means that you and Expensify both agree to waive the right to a trial by
jury. Notwithstanding the foregoing, you may bring a claim against Expensify in
“small claims” court, instead of by arbitration, but only if the claim is
eligible under the rules of the small claims court and is brought in an
individual, non-class, and non-representative basis, and only for so long as it
remains in the small claims court and in an individual, non-class, and
non-representative basis.

Class Action Waiver

You and Expensify agree that any proceedings to resolve Disputes will be
conducted on an individual basis and not in a class, consolidated, or
representative action. This means that you and Expensify both agree to waive the
right to participate as a plaintiff as a class member in any class action
proceeding. Further, unless you and Expensify agree otherwise in writing, the
arbitrator in any Dispute may not consolidate more than one person’s claims and
may not preside over any form of class action proceeding.

Arbitration Administration and Rules

Any dispute, claim or controversy arising out of or relating to these Terms of
Service or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of these
Terms of Service to arbitrate, shall be determined by arbitration in San
Francisco, California before one arbitrator. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. Judgment on the Award may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction, except
as modified by this “Dispute Resolution’ section. (Please see the JAMS
Streamlined Rules and Procedures or call JAMS at 1-800-352-5267),.  

Arbitration Process

A party who desires to initiate the arbitration must provide the other party
with a written Demand for Arbitration as specified in the JAMS Rules. The
arbitrator will be either a retired judge or an attorney licensed to practice
law in the state of California and will be selected by the parties from JAMS’s
roster of arbitrators with relevant experience. If the parties are unable to
agree upon an arbitrator within 7 days of delivery of the Demand for
Arbitration, then JAMS will appoint the arbitrator in accordance with JAMS
Rules.

Arbitration Location and Procedure

Unless you and Expensify agree otherwise, the seat of the arbitration shall be
in San Francisco, California. If your claim does not exceed USD$10,000, then the
arbitration will be conducted solely on the basis of documents you and Expensify
submit to the arbitrator, unless you request a hearing and the arbitrator then
determines that a hearing is necessary. If your claim exceeds USD$10,000, your
right to a hearing will be determined by JAMS Rules. Subject to JAMS Rules, the
arbitrator will have the discretion to direct a reasonable exchange of
information by the parties, consistent with the expedited nature of the
arbitration. Hearings may be conducted by telephone or video conference, if
requested and agreed to by the parties.  

Arbitrator’s Decision and Governing Law

These Terms of Service and the rights of the parties hereunder shall be governed
by and construed in accordance with the laws of the State of California,
exclusive of conflict or choice of law rules.

The parties acknowledge that these Terms of Service evidence a transaction
involving interstate commerce. Notwithstanding the provision in the preceding
paragraph with respect to applicable substantive law, any arbitration conducted
pursuant to the terms of these Terms of Service shall be governed by the Federal
Arbitration Act (9 U.S.C., Secs. 1-16) and applicable statutes of limitations,
and shall honor claims of privilege recognized by law. The arbitrator will
render an award within the timeframe specified in the JAMS Rules. Judgment on
the arbitration may be entered in any court having jurisdiction thereof. Any
award of damages by an arbitrator must be consistent with the “Disclaimers and
Limitations of Liability” section above. The arbitrator may award declaratory or
injunctive relief in favor of the claimant only to the extent necessary to
provide relief warranted by the claimant’s individual claim.

Fees

Each party’s responsibility to pay the arbitration filing, administrative and
arbitrator fees will depend on the circumstances of the arbitration and are set
forth in the JAMS Rules. 

9.     Communications.

Communication with Expensify

You verify that any contact information provided to Expensify, including, but
not limited to, your e-mail address, mobile phone number and mailing address (if
required) is true and accurate. By providing us with your email address, you
agree to receive notices electronically, to that email address. You further
verify that you are the telephone subscriber and/or that you own any telephone
numbers that you provide to Expensify. You acknowledge that by voluntarily
providing your telephone numbers to Expensify, you expressly agree to be
contacted at the telephone numbers you provide. You consent to receive e-mails,
chat messages, pre-recorded voice messages and/or autodialed calls (including
text messages) by or on behalf of Expensify relating to this Agreement, any
transaction with Expensify, matters related to your Account, and promotions from
Expensify. These communications may be made by or on behalf of Expensify, even
if your phone number is registered on any state or federal Do Not Call list. You
acknowledge that you may incur a charge for these texts or calls by your
telephone carrier and that Expensify will not be responsible for these charges. 
Expensify will use your primary login credentials (email address and/or mobile
phone number, depending on your chosen registration method) to send you
operational communications concerning your Account, updates concerning new and
existing features on the Expensify Service, notifications about product updates
and improvements, company and industry news and events, updates from our
community, regarding and administering programs that you or the Corporate Member
have enrolled in, and communications connecting you with other Members and
volunteers of Expensify.org, if applicable.

Recording of Telephone Calls and Screen Contents. 

You understand and agree that Expensify may, in its sole discretion, itself or
using a third-party service, monitor and record telephone calls between you and
its employees, contractors or agents, as well as the contents of your device
screen during such telephone calls for purposes of quality control and for
Expensify’s own protection. If you do not consent to the monitoring and
recording of telephone calls by Expensify, your only remedy is not to engage
with Expensify by means of a telephone call.  If you do not consent to the
monitoring and recording of the contents of your device screen by Expensify, you
may decline to share your screen with Expensify when your consent is requested
in the Expensify Service.     

Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for
improvements to the Expensify Service (“Feedback”). You may submit Feedback by
emailing us at concierge@expensify.com or through the “Help” section of the
Expensify Service. You acknowledge and agree that all Feedback will be the sole
and exclusive property of Expensify and you hereby irrevocably assign to
Expensify and agree to irrevocably assign to Expensify all of your right, title,
and interest in and to all Feedback, including without limitation all worldwide
patent rights, copyright rights, trade secret rights, and other proprietary or
intellectual property rights therein. At Expensify’s request and expense, you
will execute documents and take such further acts as Expensify may reasonably
request to assist Expensify to acquire, perfect, and maintain its intellectual
property rights and other legal protections for the Feedback.

10.  General Provisions.

Modification

Expensify reserves the right, at its sole discretion, to modify, discontinue or
terminate the Expensify Service or to modify these Terms of Service, at any time
and without prior notice. If we modify these Terms of Service, we will post the
modification on the Site or provide you with notice of the modification. We will
also update the “Last Updated Date” at the top of these Terms of Service or on
the Site or Application. By continuing to access or use the Expensify Service
after we have posted a modification on the Site or Application or have provided
you with notice of a modification, you are indicating that you agree to be bound
by the modified Terms of Service. If the modified Terms of Service are not
acceptable to you, your only recourse is to cease using the Expensify Service.

Controlling Law and Jurisdiction

This Agreement will be interpreted in accordance with the laws of the State of
California and the United States of America, without regard to their
conflict-of-law provisions. You and we agree to submit to the personal
jurisdiction of a federal or state court located in San Francisco, California
for any actions for which the arbitration provision, as set forth in Section 8,
does not apply. 

Export Control

You may not use, export, re-export, import, or transfer the Application except
as authorized by United States law, the laws of the jurisdiction in which you
obtained the Application, and any other applicable laws. In particular, but
without limitation, the Application may not be exported or re-exported to, or
otherwise used in connection with: (a) any country or territory subject to
comprehensive U.S. sanctions (currently, Cuba, Iran, Syria, North Korea, and the
Crimea region of Ukraine); or (b) parties owned or controlled directly or
indirectly by a person or persons that are (i) the target of U.S. sanctions or
restrictive export controls maintained by the U.S. Department of Treasury’s
Office of Foreign Asset Control (“OFAC”), the U.S. Department of Commerce, or
the U.S. Department of State (collectively, “Sanctions”), including parties on
the Specially Designated Nationals and Blocked Persons List or the U.S.
Department of Commerce’s Denied Person’s List or Entity List; or (ii) operating,
organized, or resident in any United States embargoed country (collectively, a
“Prohibited Person”). By using the Application, you represent and warrant that
(i) you are not located in a country or territory that is subject to
comprehensive U.S. sanctions, or that has been designated by the U.S. Government
as a “terrorist supporting” country and (ii) you are not a Prohibited Person. 
You also will not use the Application for any purpose prohibited by U.S. law,
including the development, design, manufacture or production of missiles,
nuclear, chemical or biological weapons.

Accessing and Downloading the Application from App Provider

The following applies to any Application accessed through or downloaded from any
app store or distribution platform (like the Apple App Store or Google Play)
where the App may now or in the future be made available (each an “App
Provider”). You acknowledge and agree that:

(1) These Terms of Service are concluded between you and Expensify only, and not
the App Provider. Expensify, not the App Provider, is solely responsible for the
App Store Sourced Application and content thereof.

(2) The App Provider has no obligation whatsoever to furnish any maintenance and
support services with respect to the App Store Sourced Application.

(3) In the event of any failure of the App Store Sourced Application to conform
to any applicable warranty, you may notify the App Provider, and the App
Provider will refund the purchase price for the App Store Sourced Application to
you and to the maximum extent permitted by applicable law, the App Provider will
have no other warranty obligation whatsoever with respect to the App Store
Sourced Application. As between Expensify and the App Provider, any other
claims, losses, liabilities, damages, costs or expenses attributable to any
failure to conform to any warranty will be the sole responsibility of Expensify.

(4) As between Expensify and the App Provider, the App Provider is not
responsible for addressing any claims you have or any claims of any third party
relating to the App Store Sourced Application or your possession and use of the
App Store Sourced Application, including, but not limited to: (i) product
liability claims; (ii) any claim that the App Store Sourced Application fails to
conform to any applicable legal or regulatory requirement; and (iii) claims
arising under consumer protection or similar legislation.

(5) In the event of any third party claim that the App Store Sourced Application
or your possession and use of that App Store Sourced Application infringes that
third party’s intellectual property rights, as between Expensify and the App
Provider, Expensify, not the App Provider, will be solely responsible for the
investigation, defense, settlement and discharge of any such intellectual
property infringement claim to the extent required by these Terms of Service.

(6) The App Provider, and the App Provider’s subsidiaries, are third party
beneficiaries of these Terms of Service as related to your license of the App
Store Sourced Application, and that, upon your acceptance of the terms and
conditions of these Terms of Service, the App Provider will have the right (and
will be deemed to have accepted the right) to enforce these Terms of Service as
related to your license of the App Store Sourced Application against you as a
third party beneficiary thereof.

(7) Without limiting any other terms of these Terms of Service, you must comply
with all applicable third party terms of agreement when using the App Store
Sourced Application.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and
agreement between Expensify and you regarding the Expensify Service and Site
Content, and these Terms of Service, along with any additional terms referenced
herein, including any Statement of Work, if applicable, supersede and replace
any and all prior oral or written understandings or agreements between Expensify
and you regarding the Expensify Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or
otherwise, without Expensify’s prior written consent. Any attempt by you to
assign or transfer these Terms of Service, without such consent, will be null
and of no effect. Expensify may assign or transfer these Terms of Service, at
its sole discretion, without restriction. Subject to the foregoing, these Terms
of Service will bind and inure to the benefit of the parties, their successors
and permitted assigns. 

Notices

Any notices or other communications permitted or required hereunder, including
those regarding modifications to these Terms of Service, will be in writing and
given: by Expensify (i) via email (in each case to the address that you provide)
or (ii) by posting to the Application or Site. For notices made by email, the
date of receipt will be deemed the date on which such notice is transmitted.

Survival

In the event that your Account is terminated by you or by Expensify for any
reason, any licenses granted herein shall terminate, but your obligations
described herein under the Sections titled “Fees and Payment,” “Intellectual
Property,” “Confidentiality,” “Disclaimers,” “Indemnity,” and “Limitation of
Liability,” as set forth herein, as well as any obligations of yours set forth
in the Privacy Policy shall survive any termination or expiration of your use of
the Expensify Service or any agreement, including a Statement of Work, between
you and Expensify, and you will not be entitled to receive any refunds for any
prepaid amounts in the event of any early termination.

General

The failure of Expensify to enforce any right or provision of these Terms of
Service will not constitute a waiver of future enforcement of that right or
provision. The waiver of any such right or provision will be effective only if
in writing and signed by a duly authorized representative of Expensify. Except
as expressly set forth in these Terms of Service, the exercise by either party
of any of its remedies under these Terms of Service will be without prejudice to
its other remedies under these Terms of Service or otherwise. If for any reason
a court of competent jurisdiction finds any provision of these Terms of Service
invalid or unenforceable, that provision will be enforced to the maximum extent
permissible and the other provisions of these Terms of Service will remain in
full force and effect.

Contacting Expensify

If you have any questions about these Terms of Service, please contact Expensify
at concierge@expensify.com or 401 SW 5th Ave., Portland, OR 97204. You
acknowledge and agree that when contacting Expensify, whether by email, chat, or
otherwise, you will not include any personally identifiable information, other
than name and/or contact information, as necessary, in your communications, and
that if such information is included in your communications with Expensify,
Expensify will have no legal obligation or liability with regard to such
information.

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