GET EARLY

ACCESS

Questions

Email:info@intrxcorp.com

  • White Twitter Icon

 Questions? Email Us | 142 West 57th Street New York, NY 10019

© 2019 by intrX Inc, a Delaware Corporation. All rights reserved 

Terms of Service

Introduction

intrX Inc. (“intrX”), a Delaware corporation, offers an online cash management service at www.intrXcorp.com (such service, including all related contents, components and information, whether provided by intrX or a third party, collectively, the “Service”).

 

Please read these Terms of Service and Client Agreement (this “Agreement”) carefully, as it is a legal agreement between intrX and you governing your access to and use of the Service. By using the Service, you agree to be bound by this Agreement. If you access the Service on behalf of one or more third parties, you must be authorized to do so, and you and any such third parties are jointly and severally bound by this Agreement. In that case, “you” and “your” refers to each of you. If you do not accept this Agreement in its entirety, you may not use the Service. You should print or save this Agreement for your future reference by using the “Print” or “File save” options on your web browser.

 

By providing information to intrX, you grant intrX and its third-party service providers all necessary rights to use that information as described below. By accessing the Service, the Service may collect information regarding your Service usage and may process and store your sensitive personal and financial information. See the intrX Privacy Policy at [intrxcorp.com/privacy][link] for details.

 

If you have questions about this Agreement, the intrX privacy policy or about the Service, please contact [support@intrxcorp.com][confirm].

 

Service Overview

The Service may establish one or more deposit accounts for your benefit (collectively, the “FBO Account”) at one or more third-party financial institutions, and the Service may transfer the funds in the FBO Account to one or more other accounts (collectively, the “Sub Accounts”) at third-party financial institutions offering demand, time, and other deposit and financial instruments that are intended to be insured by the Federal Deposit Insurance Corporation (“FDIC”). The banks providing the Sub Accounts have agreed to inform intrX of the amount of funds, if any, that you hold with them outside of the Service, and intrX may use this information to help maintain your funds allocated to the Service at such banks within FDIC insurance limits.

 

The Service facilitates your funding the FBO Account, and in doing so it collects, stores and processes information about you and the interest rates offered in the Sub Accounts. The Service uses this information to direct and redirect the transfer of funds from the FBO Account among the Sub Accounts with a goal of realizing a competitive overall interest rate on your funds while maintaining their status as FDIC insured. Neither the FBO Account nor the The Sub Accounts are not maintained in your name, and you have no direct claim on the funds in them, however, they are designated as for your benefit to the extent of your funds deposited in them and any interest earned thereon  Sub Accounts. SHowever, subject to this Agreement and upon your request, intrX will facilitate the withdrawal of your funds from the Sub Accounts, together with the interest earned thereon as designated in the Service online dashboard, to the FBO Account, and the subsequent disbursement of such amounts from the FBO Account to an account that you designate. You may request withdrawal of all or part of your funds allocated to the Service at any time, and your funds will be unavailable while being transferred. Transfer times will not normally exceed 3 business days.

 

intrX may work with one or more affiliated or unaffiliated intermediaries and/or third parties (collectively, “Other Parties”) to establish and service the FBO Account, and to operate the Service generally. The Other Parties include the financial institutions providing the FBO Account and the Sub Accounts.

 

intrX may establish the Sub Accounts and the amount of your funds deposited into them in its sole discretion. intrX does, and the Other Parties may, derive revenue from all or a portion of the interest paid on your funds in the Sub Accounts. Nonetheless, intrX has designed the Service to provide you with a competitive overall interest rate on your funds.

 

Important Disclaimers

intrX is not a bank and is not affiliated with any bank or other financial institution. The Service is not a solicitation or offer to open or maintain any financial accounts, and it is not an endorsement of or affiliation with any specific financial institutions. You assume all risk when using the Service, and you acknowledge that intrX cannot guarantee and does not promise any specific results from using the Service. You may not use the Service in any place where it would be illegal, and without the intrX’s prior written consent, you may not redistribute, publish or commercially exploit any information contained in the Service.

 

Notwithstanding anything in this Agreement to the contrary, in providing the Service, neither intrX nor any of the Other Parties are acting as your fiduciary, financial advisor, financial planner, registered investment adviser or broker-dealer, and they are not providing recommendations of appropriateness or financial suitability. The Allocation Method (as defined below) does not account for your personal investment or other objectives. Your personal financial situation is unique, and any Content (as defined below) that you may obtain through the Service is not investment advice and may not be appropriate for your situation. You should obtain advice from your accountant and other financial advisers who are aware of your individual circumstances in connection with using the Service. intrX does not guarantee the accuracy, completeness, or timeliness of any information in the Service.

Any FDIC insurance notwithstanding, it is possible that your funds allocated to the Service could will lose value or could will be entirely lost (e.g., in the event of a failure of the FDIC). Fund transfers between and among the FBO Account and the Sub Accounts are managed by Other Parties such as the banks where such accounts are held, and intrX never possesses or takes responsibility for the timely or accurate delivery of your funds. The section below captioned Limitations of Liability contains important legal terms that restrict your ability to recover for any losses you may suffer arising out of or in any way connected with this Agreement or the Service.

 

Modification of the Service and/or this Agreement

intrX reserves the right in its sole discretion to modify or terminate the Service and to modify this Agreement. If intrX modifies the Service, it will notify you by modifying its website and/or other functionality, and such modifications will be effective when deployed. If intrX modifies this Agreement, it will notify you by publishing the modified terms within the Service (e.g., at [www.intrx.com/terms][confirm]) and such modifications will be effective as of the date specified at the top of the page. If intrX determines in good faith that any Service or Agreement modifications are material, then, except in case of exigency, it will notify you via email at least 30 days prior to implementing them, unless a longer notice period is required by applicable law. If you do not accept in their entirety the Service or this Agreement as modified, your sole remedy is to cease using the Service and to cancel your Account as specified below. By using the Service after intrX modifies it or this Agreement, you accept them and are bound by the revised Agreement.

 

Service and Power of Attorney

Subject to this Agreement, intrX grants you a limited, revocable, non- exclusive, non-transferable license to access and use the Service via a web browser.

 

You retain intrX to (a) facilitate establishing your FBO Account, (b) access the FBO Account and transfer your funds between and among the FBO Account and the Sub Accounts via Automated Clearing House (“ACH”) fund transfer instructions (c) analyze the account balances of the Sub Accounts and to allocate and reallocate your funds among the Sub Accounts based on the prevailing interest rates being paid on such accounts and other factors determined by intrX from time to time (the “Allocation Method”) and (d) perform any other activities necessary or convenient for intrX and the Other Parties to provide the Service.

 

The Allocation Method helps to increase the aggregate interest rate paid on all funds allocated to the Service by you and other intrX clients while seeking to maintain the status of such funds as FDIC insured. Other intrX clients may obtain a higher or lower interest rate on their funds compared to you. Neither the Allocation Method nor the Service generally anticipate your cash flow needs, and you should manage the allocation of your funds to the Service in light of your needs and the Service limitations described in this Agreement. intrX does not insure your funds and makes no guarantee that your funds allocated to the Service will be FDIC insured at all times; however, intrX may determine if there is already an account associated with your tax identification number at any of the Sub Account banks, and if there is, intrX will use commercially reasonable efforts to maintain an aggregate balance at such bank within the limits of FDIC insurance.

 

To enable intrX to exercise fully its authority to provide the Service, you hereby constitute and appoint intrX as your agent and attorney-in-fact with full power and authority for you and on your behalf to (a) transmit, receive and store your financial account login information for the FBO Account (inclusive of any second-level authentication security questions and corresponding responses), (b) access the FBO Account, the funds therein and in the Sub Accounts, (c) retrieve, store, consolidate and display account balances and related account information (including account statements and tax documents), (d) provide ACH transfer instructions on your behalf to send or receive funds from the FBO Account and the Sub Accounts, (e) engage third parties to do any of the foregoing as your agent and attorney-in-fact with full power and authority for you and (f) do and perform every other act necessary and proper to be done in the exercise of the foregoing powers as fully as you could do so if personally present. This power of attorney is coupled with an interest and shall terminate only on termination of this Agreement or on receipt of written evidence reasonably satisfactory to intrX of your death, incapacity or dissolution.

 

Interest, Service Fees and Expenses

intrX displays the interest earned on your funds in the online Service dashboard, however, the banks at which your funds are deposited, and not intrX, primarily determine the interest earned on your funds, and discrepancies may arise between the dashboard and the accounting records of such banks. In case of any such discrepancy, the applicable bank accounting records control. While you do not have access to such records, intrX will notify you via the Service dashboard of any discrepancy it becomes aware of, and please contact [support@intrxcorp.com] if you suspect any inaccuracy within the dashboard.   

 

intrX retains as its fee for providing you with the Service a fraction of the interest earned on your funds (the “Service Fee”). The intrX Service always reports the interest earned on your funds net of the Service Fee, and while the Service Fee typically ranges from [5 to 25 bps] onof the amount of interest earned on your funds allocated to the Service, intrX does not disclose the amount of the Service Fee, and intrX reserves the right to adjust the Service Fee from time to time in its sole discretion (e.g., daily or monthly) with immediate effect; provided that (a) intrX will not increase the Service Fee retroactively and (b) the Service Fee will never exceed 100% of the interest earned on your funds allocated to the Service during any applicable interval induring which intrX collects Service Fees. The Service Fee intrX charges you may not be the same as it charges other clients. The amount of the Service Fee will not be considered as interest income to you [or][and will] be reported to the Internal Revenue Service. You hereby authorize intrX to retain the Service Fee by instructing the banks providing the FBO Account and/or the Sub Accounts to transfer the amount of the Service Fee to an intrX operating account at intervals determined by intrX (e.g., daily or monthly) without further notice to or approval by you. intrX earns Service Fees no later than the time it collects them.

 

If intrX is unable to access information about the FBO Account or the Sub Accounts for any reason, intrX reserves the right to calculate the Service Fee based on the most recent information available to intrX and / or estimates made by intrX in good faith.

 

If for any reason there are insufficient funds available in the FBO Account or the Sub Accounts to cover the Service Fee at the time intrX seeks to deduct it from the applicable account, intrX may, in its sole discretion, recover its fees in any other lawful manner, such as by deducting them from by ACH debit from any account you may have linked to the FBO Account.

intrX may share the Service Fee with Other Parties, and during the term of this Agreement, intrX and/or the Other Parties [may][will not] impose any additional fees based on your the Service usage (e.g., wire fees)  [as disclosed at [www.intrxcorp.com/fees___]. [The only fee intrX charges its clients is its Service Fee. You are responsible for any such fees charged by intrX and/or the Other Parties, including the banks providing the FBO Account and the Sub Accounts, such as maintenance fees, service fees, ACH fees, wire transfer fees and fees for exceeding a pre-specified number of transfers per period (collectively, “Other Fees”).] fYou hereby authorize intrX and the Other Parties, as applicable, to retain the Other Fees, including by instructing the banks providing the FBO Account and/or the Sub Accounts to transfer the amount of the Other Fees to an applicable operating account at intervals determined by intrX and the Other Parties (e.g., daily or monthly) without further notice to or approval by you. intrX and the Other Parties intrX earn Other  Fees no later than the time they collect them.

If this Agreement terminates for any reason, you will continue to owe the Service Fee and any Other Fees until all of your funds are withdrawn from the Service, including the FBO Account and the Sub Accounts. At such time, all Service Fees and Other Fees previously due or paid shall be considered fully earned by intrX and you will not receive a credit or refund for any full or partial period during which you use the Service.

 

Account and Tax Statements

intrX will may make available as a convenience to you [monthly] account statements and annual tax statements documents related to your funds allocated to the Service; provided that to the extent such statements are based on information provided by  the [banks providing the FBO Account and the Sub Accounts] as the third party financial institutions[s] holding your funds, [are] solely responsible for, and intrX disclaims any liability for , delivering such documents.

 

and yif intrX elects to provide such documents, you consent to intrX accessing the [FBO Account and the Sub Accounts] for such purpose, and you agree that intrX has no obligation to continue providing them. If your tax documents are not accessible from [the FBO and Sub Account banks] when intrX seeks to retrieve such documents, intrX may not present to you a complete set of tax documents. In any event, intrX is not liable for the accuracy, timeliness or availability of such documents to the extent they are based on information provided by the FBO and Sub Accounts banks. intrX does not reports taxable income to any taxing authorities in the United States onlyy, and nor does intrX does not provide tax advice.

 

User Information and Content

When using the Service, you may upload or otherwise explicitly make information available to intrX and the Other Parties such as your name, contact details, email and other communications, and you may also implicitly make available information that intrX and the Other Parties collect programmatically such as the characteristics of the device you use to access the Service and your IP address (all of the foregoing, collectively, “User Information”).

 

intrX makes available in the Service certain content that is not User Information, including but not limited to text, data, images, tools, reports and information about funds transfers (collectively, “Content”).

 

“Account Information” refers to the portion of the User Information and Content that contains personal information that directly identifies you and confidential information relating to the FBO Account and the Sub Accounts, such as account numbers, balances and login credentials.

 

Except for the Account Information, intrX reserves the right to permanently delete any User Information or Content from the Service at any time for any reason without notice or liability to you. Your User Information and Account Information is subject to the intrX Privacy Policy.

 

Eligibility; Representations and Warranties

By accessing or using the Service, you represent and warrant to intrX that:

  1. You have the requisite legal capacity, authority and power to execute, deliver and perform your obligations under this Agreement.

  2. You have a valid U.S. mailing address and reside or, for entities, are established, in the United States.

  3. To the extent you are a natural person, you are at least 18 years old.

  4. You have duly authorized, executed and delivered this Agreement and it is your legal, valid and binding agreement, enforceable against you in accordance with its terms.

  5. Your execution of this Agreement, use of the Service and the performance of your obligations under this Agreement do not conflict with or violate any obligations by which you are bound, whether arising by contract, operation of law or otherwise.

  6. If you are an entity, trustee, agent, representative or nominee (a “Representative”) executing this Agreement on behalf of a third party, you have the requisite legal capacity, authority and power to execute, deliver and execute this Agreement and perform the obligations under it as applicable. Specifically, if a party to this Agreement includes a corporation, limited liability company or partnership, the individual signing this Agreement has been authorized to execute this Agreement by appropriate action, and if this Agreement is entered into by a trustee or fiduciary, the trustee or fiduciary has authority to enter into this Agreement and you confirm the Service is authorized under the applicable plan, trust or law.

  7. If a Representative is a party to this Agreement, “you” includes both the Representative and the principal or other party that the Representative represents, such that the representations, warranties and agreements made in this Agreement are made jointly and severally, by and with respect to all of you.

  8. If a Representative is a party to this Agreement, upon intrX’s request, you will deliver to intrX evidence of your and you Representative’s authority under this Agreement, and thereafter will promptly notify intrX of any change in such authority; provided that intrX has no obligation to request or verify such authority, and unless otherwise agreed by intrX in writing, intrX is entitled to rely on your instructions without further inquiry.

  9. You own or co-own of all funds to be deposited into the FBO Account, and there are no restrictions on the transfer of such funds in connection with your use of the Service.

  10. If the FBO Account is not exclusively for your benefit (e.g., a joint account), (a) you are authorized to transfer funds into and out the FBO Account without the consent of or notice to any other person, (b) you and each person with an interest in the FBO Account hereby agrees to be bound, jointly and severally, by the terms of this Agreement and (c) you will execute and deliver, and cause each other person with an interest in the FBO Account to execute and deliver, such further documents as intrX may reasonably request to support the foregoing representations, warranties and obligations.

  11. You will provide intrX with accurate information about your identity and contact information and will promptly update that information via the Service whenever it changes.

  12. If you explicitly provide information to intrX for public display, then you hereby grant permission to intrX to use such information for marketing purposes, in a commercially reasonable manner on the Internet and all other mediums now and in the future. You waive any right to compensation for use of your explicitly provided information.

  13. Neither the assets in the FBO Account, nor any account serving as a source of or destination for funds from the FBO Account, are or will during the term of this Agreement be, assets of “employee benefit plans” within the meaning of the Federal Employee Retirement Income Security Act of 1974, as amended.

  14. Your using the Service does not and will not violate any law, regulation, rule, or order, or any agreement to which you are a party;

  15. intrX has not previously banned you from using the Service; and

  16. You are not a competitor of intrX and are not accessing the Service to compete with intrX.

 

Account Registration and Responsibilities

To use all of the Service features, you must create a user profile (an “Account”) at www.intrxcorp.com and provide intrX with certain User Information such as your contact information and a password. You agree to provide and maintain as accurate and complete at all times all User Information that you provide intrX, and intrX reserves the right to suspend or terminate your Account if any User Information is inaccurate or incomplete.

 

intrX has implemented reasonable physical, electronic and procedural safeguards to guard your User Information and Account Information (see [Privacy Policy][link]). Nonetheless, Internet transmissions and Internet services such as the Service cannot be made completely private or secure, and the Service, including any User Information and Account Information you exchange with them, may be read or tampered with by others, even to the extent they are encrypted.

 

You are responsible for choosing and safeguarding your password. If you voluntarily or involuntarily allow any third party to access your password, they may be able to access your FBO Account and/or your funds, and you will be solely responsible for any consequences of such access. You are solely responsible for any activities or actions under your Account, whether you authorized them or not. intrX will not be liable for any losses caused by any unauthorized use of your Account, and you may be liable for the losses of intrX and others due to such unauthorized use. You agree to notify intrX of any unauthorized use of your Account immediately upon discovery.

 

By creating an Account, you agree that intrX may provide you with important information about your Account and the Service, including documents, notices and other communications, electronically via email or postings in the Service. You also consent to receiving marketing information electronically and otherwise, and to opt out of receiving marketing information, follow the instructions in the intrX [Privacy Policy][deep link]. intrX may send you the foregoing information to your Account email address of record, or any other email address(es) that you provide to intrX.

 

Termination; Cancellation

You may request termination of your Account at any time, with or without cause, by emailing [support@intrxcorp.com][confirm], after which this Agreement will remain in effect until you have withdrawn all of your funds allocated to the Service. At any time that you have withdrawn all your funds from the Service, with or without notice that you are terminating your Account, you will be deemed to have terminated this Agreement; provided that if you subsequently add funds or otherwise use the Service, you shall be deemed to have entered into this Agreement anew.

 

intrX may terminate your Account and this Agreement at any time, with or without cause, by notice to you at the email address then associated with your Account. To the extent not prohibited by applicable law, intrX shall have no liability for terminating your Account, the Service or this Agreement for any reason.

 

Any Service Fees to be collected by or owed to intrX are due upon termination and are non-refundable. If this Agreement terminates, the provisions of this Agreement which by their nature and context are intended to survive (including but not limited to “Important Disclaimers,” “Eligibility; Representations and Warranties,” “Confidentiality,” “Interest, Service Fees and Expenses, “Account and Tax Statements,” “Termination; Cancellation,” “Investigations,” “Third-Party Links and Offers,” “Intellectual Property Rights and Ownership,” “Restrictions,” “Confidentiality,” “Disclaimers,” “Limitation of Liability” “Indemnification,” “Governing Law; Arbitration” “ACH Disputes,” and “General.”

 

Investigations

Without any requirement to do so, intrX reserves the right to investigate any suspected violations of this Agreement, and you agree to provide to intrX any information that it reasonably requests as part of any such investigation. intrX may terminate or suspend your Account and/or access to all or any portion of the Service and may remove any information (including User Information) from the Service, in its sole discretion, at any time for any reason without notice or liability to you. If intrX believes in its sole discretion that you have violated this Agreement, intrX may take any other action it deems appropriate.

 

intrX will cooperate with any lawful, mandatory order, directing us to disclose your identity, your Service usage details and/or any other information available to us. intrX further reserves the right to disclose such information in response to any non-mandatory request that it deems reasonable if such request comes from law enforcement or regulatory authorities.

 

Third-Party Links and Offers

The Service and the Content may contain links to third-party information, including offers for third-party for resources, products and services, and intrX is not responsible for the availability, accuracy or suitability of such information and intrX does not endorse the providers of such information. Accessing any such information or offers is subject to the terms provided by the applicable third parties, and you assume all risk arising from accessing them.

 

Intellectual Property Rights and Ownership

As between intrX and You, intrX and its licensors own all right, title, and interest, including all worldwide intellectual property rights in the Service and the Content, and the trademarks, service marks, logos and all other proprietary rights contained therein. You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Service or the Content in whole or in part except as expressly authorized by intrX. You may not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or the Content. Except as expressly provided herein, intrX reserves all rights in and to the Service and the Content.

 

intrX does not claim ownership rights in your User Information. However, by uploading or otherwise making available any User Information to intrX or within the Service, you hereby grant intrX and the Other Parties a nonexclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, and irrevocable right and license to use, store, reproduce, modify, adapt, transmit and otherwise exploit such User Information in any form, medium, or technology now known or later developed, including without limitation anywhere on the Internet, [in connection with the provision of the Service to you and/or to modify and improve the Service]; provided that neither intrX nor any Other Party will intentionally make your Account Information public. You represent and warrant that you own or have the necessary rights to grant the foregoing licenses.

 

intrX welcomes your feedback emailed to [support@intrxcorp.com], and by submitting feedback or ideas to intrX or any of its employees or representatives in any medium, written or oral, you hereby assign all rights, title, and interest in such feedback or ideas to intrX. In addition, you hereby waive all moral rights in any such feedback or ideas.

 

Restrictions

You agree you will not do any of the following:

  1. Interfere with any security or access restriction features of the Service or modify the Service;

  2. Upload or otherwise make available any User Information that you do not have the lawful right to render subject to this Agreement (including any User Information that would violate any confidentiality or fiduciary obligations);

  3. Use any meta tags or other hidden text or metadata utilizing an intrX name, trademark, URL or product name or otherwise use intrX name or logos without authorization;

  4. Upload or otherwise make available to the Service any advertising or solicitation;

  5. Upload or otherwise make available via the Service any User Information that is unlawful, obscene, harmful, threatening, harassing, defamatory, hateful, deceptive or abusive;

  6. Upload or otherwise make available any User Information containing viruses or other computer code that may interrupt, destroy or limit Service functionality, or that is hidden within the User Information;

  7. Interfere with or disrupt (or attempt to interfere with or disrupt) any web page, server, network or other component of or connected to the Service, or disobey any requirements or policies of any networks connected to the Service;

  8. Attempt to probe, scan, or test the vulnerability of any intrX system or network or breach or impair or circumvent any security or authentication measures protecting the Service;

  9. Attempt to decipher, decompile, disassemble, or reverse-engineer any portion of the Service except to the extent that such right is otherwise protected by applicable law;

  10. Attempt to access the Service or Content in any manner other than via the facilities provided or authorized by intrX (e.g., customary web browsers and approved aggregators such as Mint.com, and excluding other automated system such as “robots”);

  11. Take or fail to take any action that could reasonably cause intrX to violate any agreement of intrX, or cause intrX to violate any law, order or regulation;

  12. Knowingly collect, store or use personal data about other Service users;

  13. Impersonate or misrepresent your affiliation with any person or entity;

  14. Violate any applicable law, order or regulation;

  15. Violate this Agreement or any rights of intrX, or use the Service to violate the rights of any third party; 

  16. Register, or oppose registration by intrX, of any trademark that is similar to any trademark used by intrX; or

  17. Assist, encourage, or enable others to do any of the foregoing.

 

Confidentiality

Except as required by law or requested by regulatory or other governmental authorities, intrX agrees to use commercially reasonable efforts to maintain in strict confidence all of your non-public personal and financial information that you furnish to intrX, except for information that you explicitly agree to share publicly, and except as otherwise described in intrX’s Privacy Policy.

 

Disclaimers

Your use of the Service, including the Content, is at your sole discretion and risk, and intrX is not responsible to you for any loss of funds allocated to the Service. The Service and the Content, and all materials, information, products and services included therein, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. EXCEPT FOR ANY EXPRESS WARRANTIES INCLUDED IN THIS AGREEMENT, INTRX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE “INTRX PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICE AND/OR THE CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT FOR ANY EXPRESS WARRANTIES INCLUDED IN THIS AGREEMENT, THE INTRX PARTIES DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED: (A) REGARDING THE AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICE AND/OR CONTENT; (B) THAT THE SERVICE AND/OR CONTENT WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (C) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF THE SERVICE, CONTENT OR ANY INFORMATION PROVIDED BY THE SERVICE. THE INTRX PARTIES MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED VIA THE SERVICE. YOUR SOLE REMEDY AGAINST THE INTRX PARTIES FOR DISSATISFACTION WITH THE SERVICE OR ANY CONTENT IS TO STOP USING THE SERVICE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. No information, whether oral or written, obtained by you from the intrX Parties shall create any warranty not expressly stated in this Agreement. If you choose to rely on such information, you do so solely at your own risk. Certain states or jurisdictions do not allow the exclusion of certain warranties, and solely to the minimum extent applicable to your circumstances, some of the above exclusions may not apply to you.

Without limiting the generality of the foregoing, you agree that:

  1. intrX does not guarantee that you will receive the highest possible interest earnings, or any earnings, on the funds you allocate to the Service;

  2. intrX is not responsible for any fees charged to you by any third party, such as maintenance fees, service fees, ACH fees, wire fees or transaction fees;

  3. intrX is not responsible for any income or other taxes payable by you as a result of the Service;

  4. The funds you allocate to the Service may only be insured by the FDIC against loss to the extent provided by the banks providing the FBO Account and the Sub Accounts (which in some cases could be less than the value of your funds), and intrX provides no other insurance against any such loss. While intrX will use commercially reasonable efforts to maintain the status of all of your funds as FDIC insured, intrX does not insure your funds or guarantee that your funds are covered by FDIC or any other deposit insurance;

  5. The appearance of any third-party logos or brand names in the Service does not constitute an endorsement of intrX by such third parties, and all trademarks are the property of their respective owners;

  6. intrX does not recommend or endorse, and intrX is not responsible for and does not provide advice on the financial strength of, any of the financial institutions holding the FBO Account or the Sub Accounts, nor does it monitor such accounts for other matters that may be important to you;

  7. Fund transfers into and out of the FBO Account and among the Sub Accounts are managed by the financial institutions where such accounts are held; intrX never takes possession of your funds and is not responsible for the timely or accurate delivery of your funds allocated to the Service;

  8. intrX is not responsible for any failures, delays and/or interruptions in the timely or proper execution of fund transfers placed by you or intrX, including due to: (an) interruption in access to the Internet and/or banks holding the FBO Account and Sub Accounts; (b) hardware or software malfunctions, failures or unavailability; (c) intrX system outages; (e) governmental, judicial or regulatory body actions; and/or (e) force majeure;

  9. Your funds will be unavailable to you while being transferred, and transfer times may exceed 3 business days; and

  10. If you grant access to your FBO Account to any third party, such as a financial adviser, you are solely responsible for the consequences arising from such access.

 

Limitation of Liability

IN NO EVENT SHALL ANY OF THE INTRX PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, LIQUIDATED, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING IN WHOLE OR IN PART OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE AND/OR CONTENT, WHETHER OR NOT THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE INTRX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE INTRX PARTIES’ COLLECTIVE CUMULATIVE LIABILITY TO YOU (WHETHER ARISING UNDER THIS AGREEMENT, INTRX’S PRIVACY POLICY, OR ANY OTHER AGREEMENT OR UNDERSTANDING BETWEEN YOU AND ANY OF THE INTRX PARTIES OR THE OTHER PARTIES), FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) AND (B) THE AGGREGATE AMOUNT OF SERVICE FEES (IF ANY) ACTUALLY EARNED AND COLLECTED BY INTRX FROM YOUR USE OF THE SERVICE IN THE TWELVE MONTHS PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. No action or claim of any type relating to this Agreement may be brought or made by any party more than one year after the earlier of (a) the date such party first had knowledge of the basis for the action or claim and (b) the termination of this Agreement.

 

Indemnification

You agree to defend and indemnify the intrX Parties and to hold them harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, as they are incurred, arising out of or in any way connected with (a) your access to or use of the Service and/or Content; (b) your violation of this Agreement, including breach of any of your representations and warranties contained in this Agreement; (c) your violation of any third-party right, including without limitation any intellectual property right, property, or privacy right; (d) any claim that your User Information caused damage to a third-party; (e) any claim related to your distribution of any Content and (f) your assertion of your Representative’s lack of proper authorization from you to enter into this Agreement. intrX reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with intrX in asserting any available defenses. You agree not to settle any indemnified claim without the prior written consent of intrX. intrX will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Each of the intrX Parties is an express third party beneficiary of this Section 19 with full rights to enforce its terms.

 

Governing Law; Arbitration

This Agreement shall be governed by the laws of the State of New York. The parties waive their rights to seek remedies in court, including any right to a jury trial. [Subject to Section 21 in the case of ACH disputes], any dispute between or among you and the intrX Parties shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. The arbitration hearing shall be held in the New York County, New York. Any such dispute shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Disputes shall not be resolved in any other forum or venue. The arbitration shall be conducted by a person experienced in resolving disputes regarding financial technology matters. The parties agree that the arbitrator shall apply the substantive law of New York to all state law claims, and that limited discovery shall be conducted in accordance with JAMS’ Arbitration Rules and Procedures. In accordance with JAMS’ Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The prevailing party in such dispute shall be entitled to recover from the non-prevailing party all reasonable fees, costs and expenses including, without limitation, attorneys’ fees, costs and expenses, which amounts shall be awarded by the arbitrator as part of the disposition of each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award. The parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction as provided by law. If JAMS arbitration is permanently unavailable for any reason, the state and federal courts located in New York County, New York shall be the exclusive venue to resolve any dispute between you and any of the intrX Parties.  

YOU AND THE INTRX PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

 

ACH Disputes

If you believe that any ACH transfer arising under this Agreement was made in error or without authorization, you must notify each of (a) intrX and (b) the banks providing the applicable FBO [or Sub Accounts], as promptly as possible and no later than two business days after you discover the erroneous or unauthorized transfer. If any such dispute is submitted for resolution pursuant to the rules of the National Automated Clearing House Association (“NACHA”) and the applicable automated clearing house (collectively, the “ACH Network”) by you or the applicable bank, intrX shall have the right and not the obligation to participate in such resolution process. Prompt reporting of erroneous or unauthorized transfers is the best way to minimize potential losses, and your maximum liability for any erroneous or unauthorized transfer will be determined based on applicable law (including the Electronic Fund Transfer Act and Regulation E), ACH Network rules, and the terms of your agreements with the applicable banks. You agree that intrX shall not be responsible for any loss or liability resulting from any such erroneous or unauthorized transfer and/or the failure to timely report it, and you acknowledge that there is no guarantee any such erroneous or unauthorized transfer amounts may be recovered.

 

General

Any notice or other communication to be given hereunder will be in writing and given (a) by intrX via email to the most recent address that you provided as part of your Account information, (b) by intrX via posting within the Service, (c) by intrX via certified mail to you at your most recent postal address provided as part of your Account information, (d) by you via email to legal@intrXcorp.com or to such other addresses as intrX may specify in writing or (e) by you via certified mail to intrX Inc., Attn: Legal Affairs,142 West 57th Street, New York, NY 10019 or to such other postal addresses as intrX may specify in writing. Notices sent by you via email will be deemed received when confirmed via reply email. Notices sent by intrX via email will be deemed received when transmitted. Notices sent via posting in the Service will be deemed received when posted. Notices sent via certified mail will be deemed received three days after deposit with the United States Postal Service, postage prepaid.

 

In the event that any provision in this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision, nor shall a party’s waiver granted on one occasion be construed as applying to any other occasion. The words “including” and “such as” mean “including, without limitation.”

You may not assign this Agreement without the prior written consent of intrX, and any prohibited assignment will be null and void. intrX may assign this Agreement and any rights hereunder without your consent. This Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

You will, at the request intrX, use all reasonable efforts to do or cause to be done all such further acts and execute or procure the valid execution of all such further documents, as may from time to time be necessary in intrX’s reasonable opinion to give full effect to this Agreement.

The relationship of the parties under this Agreement is that of independent contractors, and this Agreement will not be construed to imply that either party is the employee, partner or agent of the other.

This Agreement, together with any written rules and policies of intrX provided to you within the Service, constitutes the entire agreement between intrX and you with respect to the subject matter hereof, superseding all prior or contemporaneous written or oral agreements and understandings. However, the parties may enter into separate agreements between them regarding different subject matters, [such as the intrX Electronic Agreement and Disclosure Statement].

Except as otherwise stated in Section 19 (Indemnification), nothing in this Agreement confers any rights or remedies upon any person other than you and intrX.