Effective Date: August 1, 2021
1. ACCOUNT CREATION; REGISTRATION. In order to use certain features of the Product, you will need to have an account created for you (your “EWA Portal Account”). You represent and warrant that all information you submit (or that is submitted on your behalf by your employer or other party) for EWA Portal Account creation and registration is true, complete and correct. Further, you covenant and agree to update your registration information in a timely manner to ensure that it remains true, complete and correct at all times that you use the Product.
3. SECURITY. You are responsible for maintaining the confidentiality of your EWA Portal Account login information, including any password, user ID, or other form of authentication, and you are fully responsible for all activities that occur and actions that are made under your EWA Portal Account. DO NOT SHARE YOUR EWA PORTAL ACCOUNT LOGIN INFORMATION WITH OTHERS. You agree to immediately notify Netspend of any suspected or confirmed unauthorized use of your EWA Portal Account or any other confirmed or suspected breach of the security of your EWA Portal Account or your use of the Product.
4. INPUTS AND OUTPUTS. You agree to ensure that all actions, instructions, information and inputs that you provide to the Product (the “Inputs”) are true, correct and complete. Further, you agree to promptly review all outputs and deliverables provided to you via the Product (the “Outputs”) relating in any way to your Inputs or the Inputs of others for validity and accuracy according to your records. If you discover an error, you agree to promptly report it to both the Employer and Netspend at EWAemployer@netspend.com. You or the Employer are responsible for correcting any errors and making any related adjustment. While Netspend is not required to offer any assistance with any such corrections, to the extent Netspend does provide any assistance, you agree to follow any direction provided by Netspend with regard to correcting such discrepancy. Netspend makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for the quality, content, nature or reliability of any Outputs generated in whole or in part from any false, incorrect, or incomplete Inputs, regardless of the cause.
5. OWNERSHIP AND LICENSE. Using the Product does not give you any ownership interest or license in or to any of the intellectual property rights in the Product or the content contained on the Product or derived from the Product (the “Content”). You agree that you have no rights whatsoever to any text, documents, names, titles, slogans, logos, trademarks, service marks, service names, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in or with, relating to, or used to provide the Product or relating to Netspend, any of its service providers, or any of its or their affiliates generally or to any of its or their other products or services or to the organization, compilation, look and feel, illustrations, artwork, videos, music, software or other works on the Product (collectively, the “Intellectual Property”) except as set forth in the Services Agreement. At all times, you will comply with all intellectual property laws to ensure the protection of the Intellectual Property. As between Netspend and you, all right, title and interest to the Intellectual Property and the Content remains with Netspend. Netspend makes no representation or warranty to you regarding its ownership of the Intellectual Property or the Content. Any rights not expressly granted herein are reserved to Netspend. Other than the Limited License set forth in Section 2, neither these Terms, your use of the Product or the Services Agreement grant you any license to any Intellectual Property or to the any intellectual property of any third party, whether by estoppel, implication or otherwise.
6. ACCESS. You may access and use the Product via any device or computer which you are authorized to access and use, which may include your personal device or the Employer’s device, at your own risk. Netspend makes no representations or warranties regarding the compatibility of the Product with any particular device.
7. RESTRICTIONS ON USE. You shall not:
a. copy, retransmit, modify, disseminate, sell, exploit, display, perform, reuse, re-post, broadcast, circulate, or otherwise distribute any part of the Content, in any case for any purpose other than for which the Product is being provided to you and has been expressly permitted herein;
b. use the Product (or any constituent part, including without limitation any software) to conduct or promote any illegal activities or for any purpose not permitted under applicable law or otherwise misuse the Product;
c. attempt to (or actually) modify, translate, or create derivative works of the Product, or decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code from or structure of, or any other underlying algorithms, user interface techniques or other ideas embodied in the software (including the tools, methods, processes and infrastructure) that enables or underlies the Product;
d. attempt to (or actually) gain access to other secured portions of the Product to which you do not possess access rights;
e. attempt to (or actually) gain access to data or content of other Users of the Product, unless such access has been granted by Netspend or your Employer;
f. upload or transmit any form of virus, worm, Trojan horse, or other malicious code to the Product;
g. use the Product to generate unsolicited email advertisements or spam;
h. use the Product to stalk, harass or harm another individual;
i. use any high volume, automatic, electronic or manual process to access, search or harvest information from the Product (including without limitation using any robots, spiders, scripts, or other automatic device or process to monitor or copy any portion of the Product or related software);
j. interfere in any way with the proper functioning of the Product or interfere with or disrupt or attempt to interfere with or disrupt the Product or any servers, systems or networks connected to the Product or attempt to disable any firewalls or security software, or disobey any requirements, procedures, policies or regulations of networks connected to the Product;
k. use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Product or the Content contained on any such web page for commercial use without the prior express written permission of Netspend;
l. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, including, without limitation, using another person’s or entity’s username/password/login to access the Product without their permission, or allow another person to use your username/password/login to access the Product;
m. mirror or frame the Product or any Content, place popup windows over its pages, or otherwise affect the display of its pages;
n. use any of Intellectual Property, including, without limitation, any tradename, or trademark in metatags, keywords and/or hidden text;
o. create derivative works from the Content or commercially exploit any part of the Content in any way;
p. use any portion of the Product or the Content in any manner that may give a false or misleading impression, attribution or statement as to Netspend or any other third party;
9. NO ARCHIVE. The Product is not an archive. Netspend has no obligation to store information for you, but Netspend may store information in its discretion. Netspend shall have no liability or responsibility to you or any third party for loss, damage, or destruction to your information. You shall be solely responsible for maintaining independent archival and backup copies of your information on the Product. Any obligation of Netspend to store any information for the Employer whatsoever must be set forth in the applicable Services Agreement.
10. DISCLAIMERS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND ANY CONTENT OR INFORMATION PROVIDED BY THE PRODUCT, INCLUDING ALL THIRD-PARTY CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NETSPEND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT AND ANY CONTENT OR INFORMATION PROVIDED BY THE PRODUCT, INCLUDING ANY THIRD-PARTY CONTENT, 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 NON INFRINGEMENT OF THIRD-PARTY RIGHTS. NETSPEND DOES NOT WARRANT THAT THE PRODUCT OR ANY CONTENT PROVIDED BY THE PRODUCT, INCLUDING ANY THIRD-PARTY CONTENT, WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NETSPEND OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. ALL THIRD-PARTY CONTENT IS PROVIDED AS A CONVENIENCE ONLY. NETSPEND DOES NOT ENDORSE, APPROVE, RECOMMEND OR OTHERWISE ASSUME ANY RESPONSIBILITY FOR ANY STATEMENT, PROMISE, CLAIM, PROMOTION, OR OFFER INCLUDED IN ANY THIRD-PARTY CONTENT. YOU AGREE THAT THE PROVIDER OF SUCH THIRD-PARTY CONTENT IS SOLELY RESPONSIBLE FOR ANY SUCH STATEMENT, PROMISE, CLAIM, PROMOTION, OR OFFER.
11. LIMITATION OF LIABILTY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL NETSPEND BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER DAMAGE OR LOSSES ARISING OUT OR RELATED TO YOUR USE OR INABILITY TO USE THE PRODUCT, HOWEVERE CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF NETSPEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NETSPEND’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES RELATING IN ANY WAY TO THESE TERMS AND/OR THE PRODUCT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. INDEMNIFICATION. You shall indemnify and hold harmless Netspend and its officers, directors, employees and suppliers (collectively, “Indemnitees”) from and against any loss, liability, claim, damage, cost or expense (including reasonably attorneys’ fees) (each a “Loss”) arising from or in connection with any action, proceeding or claim made or brought against the Indemnitees arising from or related to your use of the Product, or any amounts erroneously issued or credited to any third party attributable to your Inputs.
13. TERMINATION. Netspend may terminate, cancel, limit, suspend or block your use of the Product (including, without limitation, the blocking of your IP address), in any or all jurisdictions and locations, at any time without notice, including, without limitation, when the Services Agreement expires or terminates. Additionally, your right to use the Product will terminate when your registration is terminated. Netspend shall have no liability to you if you are unable to access any records or information as a result of the termination of registration. Following termination of your registration or termination of your use of the Product for any reason, whichever is earlier, Netspend will not have any obligation to maintain any of the data you supplied on the Product, except as required by applicable law or as required under the Services Agreement for the Employer. Netspend shall have no liability to you if you are unable to access any records or information as a result of the termination of registration. YOU AGREE THAT NETSPEND WILL NOT BE LIABLE TO YOU FOR ANY TERMINATION OF YOUR ACCESS TO THE PRODUCT. The provisions of Section 10, 11 and 12 shall survive termination of the Terms.
14. UPDATES TO PRODUCT. You agree that Netspend is not obligated to create or provide any support, corrections, updates, upgrades, bug fixes and/or enhancements of the Product (each an “Update”).
15. MODIFICATION OF THESE TERMS. You agree that Netspend may amend these Terms at any time in its discretion without any notice to you, including, without limitation, in connection with an Update. By continuing to use the Product (including, if applicable your use of any Update), you hereby agree to any revised Terms. The current version of these Terms will be posted at https://employer.rain.us (the “Site”) and you are responsible for reviewing the version of the Terms available at the Site before each use the Product.
17. ASSIGNMENT. You may not assign or transfer these Terms or any license or rights granted to you hereunder. Netspend may assign or transfer these Terms or any license or right hereunder without restriction.
18. RELATION TO SERVICES AGREEMENT. To the extent possible, the Terms and the applicable Services Agreement should be read together to give each full effect. If, however, the provisions of the Terms and the applicable Services Agreement are found to conflict, then the terms of the Services Agreement shall govern the Services Agreement and the terms of the Terms shall govern the Terms. For the avoidance of doubt, none of the Users authorized by an Employer are third party beneficiaries under any applicable Services Agreement.
19. MISCELLANEOUS. Netspend’s failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
20. GOVERNING LAW. These Terms shall be governed by, construed and enforced in accordance with the laws of the State of Texas, without regard to that state's conflict of laws principles. The Parties agree to submit to the exclusive jurisdiction of any state court sitting in Travis County, Texas or any federal district court for the district in which such county is located. Further, each Party hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms.
21. NOTICES. Netspend may send any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Product (collectively, “User Notices”) in electronic form to the email address that you provided during registration. The delivery of any User Notice is effective when sent by Netspend to the email address that you provided.
22. THIRD PARTY LINKS. We may make available to you links to websites operated by other parties (“External Sites”). The External Sites are not under the control of Netspend, and Netspend is not responsible for the content available on any External Sites. Netspend does not endorse the content of any linked External Sites and does not make any representations regarding the accuracy of any materials on such External Sites. Any links to External Sites are provided as a convenience to Users, and access to any External Sites is at the User’s own risk.