Terms of Service
Last Updated: September 1, 2023
Expensify.org, a California nonprofit public benefit corporation (“Expensify.org” or “we”) provides a platform for individuals and entities to donate funds to various charitable initiatives and be reimbursed for expenses and receive stipends (collectively, “Reimbursements”) related to volunteer activities, along with other related services. These offerings are provided by Expensify.org at the website https://expensify.org/ (the “Site” and, together with any related software, tools and services provided in connection with the Site, the “Service”).
Please read carefully the following terms and conditions (“Terms of Service”), as well as the Expensify.org Privacy Policy and Volunteer Reimbursement Program Terms, which are incorporated by reference into these Terms of Service. These Terms of Service govern your access to and use of the Service and all Site Content and constitute a binding legal agreement between you and Expensify.org.
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 Limitation of Liability section below).
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, unless you opt-out (See Dispute Resolution section below).
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, calls and text messages from us with information relating to third-party products or services that you may be interested in or to provide you general tips, recommendations and educational material (See Communications section below).
Modification. You understand that we may change these Terms of Service or any portion of the Service at any time. Your continued use of the Service constitutes your acceptance of any modified Terms of Service (See Modification section below).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “ACCEPT TERMS” BUTTON, OR ACCESSING OR USING THE SERVICE, OR BY, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE SERVICE, 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 SERVICE OR SITE CONTENT. 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.
Definitions
“Content” means text, graphics, photos, music, software, audio, video, information or other materials.
“Expensify.org Content” means Content that Expensify.org makes available through the Site or Service, including any Content licensed to Expensify.org from a third party, but excluding User Content.
“Site Content” means Expensify.org Content and User Content.
“Third-Party Services” means services and data provided by third parties connected to or provided through the Service. Third-Party Services include payment processors.
“Third-Party Service Provider” means an affiliate or other third party that provides other services related or connected to or provided through the Service.
“User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Service.
“User” means any person, including you, who has accepted these Terms of Service and has access to and uses the Site, Site Content and the Service.
“You” and “your” refers to Users, and any company or other legal entity you have authority to bind to these Terms of Service as a User.
Modification
Expensify.org reserves the right, at its sole discretion, to modify, discontinue or terminate the 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. By continuing to access or use the Service after we have posted a modification on the Site 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 Service.
Certain portions of the Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. Expensify.org may, in its sole discretion, make premium or different software or services available to you that are subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the Service.
Eligibility
By accessing or using the Service, you represent and warrant to Expensify.org 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 Service, and your parent has read and agrees to these Terms of Service on your behalf; (ii) all information you submit is accurate, current and complete; and (iii) you will maintain the accuracy and completeness of such information. You also certify that you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service. These Terms of Service are void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
Privacy
See the Expensify.org Privacy Policy for information and notices concerning Expensify.org’s collection, use and sharing of your personal information.
Communication with Expensify.org
You verify that any contact information provided to Expensify.org, including, but not limited to, your name, work and/or personal e-mail address, and mobile phone number, is true and accurate. By providing us with your work and/or personal email address or phone number, you agree to receive notices electronically to that email address or to that phone number. From time to time, Expensify.org will use your log in credentials to send you notifications about company news and events, community updates and communications connecting you with other Expensify.org donors and participants in Expensify, Inc.’s Karma Program (the “Karma Program”). You further verify that you are the telephone subscriber and/or that you own any telephone number(s) that you provide to Expensify.org. You acknowledge that by voluntarily providing your telephone number(s) to Expensify.org, you expressly agree to be contacted at the telephone number(s) you provide. You consent to receive e-mails and text messages by or on behalf of Expensify.org relating to this Agreement or any transaction with Expensify.org. These communications may be made by or on behalf of Expensify.org, 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 texts by your telephone carrier and that Expensify.org will not be responsible for these charges.
Volunteer Reimbursement Program
As part of the Service, Users may elect to request Reimbursements from Expensify.org and its affiliates related to volunteer activities of Users, along with other related programs provided by Expensify.org from time to time, subject to certain conditions and restrictions (such Users, “Volunteers,” and such program, the “Volunteer Reimbursement Program”). As part of the Volunteer Reimbursement Program, Volunteers may be connected with and a Volunteer’s Personal Data may be shared with Expensify.org donors and participants in the Karma Program (as further set forth in the Privacy Policy), as well as other Volunteers, including but not limited to as part of a chat room located at new.expensify.com. For more information on and to see how you can participate in the Volunteer Reimbursement Program, visit the Volunteer Reimbursement Program Terms, which may be updated from time to time by Expensify.org in Expensify.org’s sole discretion.
Donations, Fees and Payment
Expensify.org processes your payments and donations using Third-Party Service Providers such as Stripe (each, a “Payment Service Provider”). Users can choose to pay through various payment methods detailed on the applicable payment screen, which may include Apple Pay, Google Pay, ACH, and various credit and debit cards. Users will be required to provide their credit card or bank account details to such Payment Service Provider, and Users will be responsible for paying agreed-upon payments and donations. Users may be required to register with the Payment Service Provider, agree to a Payment Service Provider account agreement and the terms of service of the Payment Service Provider and go through a vetting process at the request of the Payment Service Provider to set up their account with the Payment Service Provider. By making a payment or donation using the Site, you agree and acknowledge that we are bound by the such Payment Service Provider’s terms and conditions, and that you also agree to be bound by the Payment Service Provider’s terms and conditions and privacy policy to the extent applicable. As a condition of Expensify.org enabling payment processing services through the Payment Service Provider, you agree to provide accurate and complete information about you and/or your business (as applicable). You also hereby consent and authorize Expensify.org to delegate the authorizations and to share the information you provide to Expensify.org with our Payment Service Provider(s), to the extent required to provide payment services to you. Your payment information is automatically transferred to the Payment Service Provider, and Expensify.org does not see or store any such information. Expensify.org reserves the right (but not the obligation), in its sole discretion, to (i) place on hold any payment and out of pocket expenses, or (ii) refund, provide credits, or arrange for the Payment Service Provider to do so.
You must provide Expensify.org or its Payment Service Provider with a valid payment method as a condition to making a donation through the Service. You agree to pay all payment service fees or charges in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. By providing your payment information to Expensify.org or its Payment Service Provider, you agree that (i) Expensify.org’s Payment Service Provider is authorized to charge your account for all fees and charges due and payment hereunder, and for any donations you agree to make by using the Service; and (ii) no additional notice or consent is required for such charges. You agree to immediately notify Expensify.org of any change in your billing address or the payment method used for payments hereunder. Expensify.org reserves the right at any time to change its billing methods, either immediately upon posting on the Site, or by e-mail delivery to you.
Certain features of the Service may allow you to make automatic recurring donations in accordance with the schedule set forth at the time you opt-in to that recurring donation (“Donation Schedule”). When you opt-in to a Donation Schedule, you are making a pledge to make recurring donations until you opt out of the Donation Schedule. By opting in to a Donation Schedule, you authorize Expensify.org’s Third-Party Service Providers to charge you for such recurring donations in such amounts and at such times, in accordance with the applicable Donation Schedule. You can modify or cancel your Donation Schedule at any time only by contacting us at concierge@expensify.org. Any modification to your Donation Schedule will be effective immediately with respect to any donations scheduled after the date of such change. Once your account has been charged, all donations are non-refundable.
By entering into these Terms of Service and using the Service, you hereby appoint Expensify.org and its affiliates to act as your agent for facilitation and transfer of your donations via our Payment Service Providers, chosen at our discretion.
You will receive a donation receipt for your donations made to Expensify.org. However, if you do not receive the receipt, or you would like another copy, you may request a duplicate donation receipt for your donations made to Expensify.org for your records by contacting us at concierge@expensify.org. Such receipt will come from Expensify, Inc. on behalf of Expensify.org. Expensify.org is a charitable organization exempt under Section 501(c)(3) of the Internal Revenue Code. Donations to Expensify.org are tax-deductible to the extent allowed by law. Expensify.org’s tax identification number is: 84-3862754.
Intellectual Property
Service. Expensify.org shall own and retain all right, title, and interest in and to the Service (except for any licensed content and software components included therein). User agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the Service or otherwise use the Service in any way that violates the use restrictions contained in these Terms of Service. Expensify.org does not grant to User any license, express or implied, to the intellectual property of Expensify.org or its licensors. User 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 Service is considered the confidential and proprietary information of Expensify.org (collectively “Expensify.org Confidential Information”).
User Data. Except as set forth in the Volunteer Reimbursement Program Terms and/or any other release or agreement you may enter into with Expensify.org and its affiliates, User shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by User to Expensify.org, or Third-Party Service Providers in connection with its use of the Service and (b) reports and other materials generated by the Service following such transmission (collectively, “User Data”), provided, however, that User hereby grants to Expensify.org a worldwide, royalty-free, non-exclusive license to use data generated as a result of User’s use of the Service for purposes of maintaining and improving the Service and connecting Volunteers with each other, and with donors to Expensify.org and participants in the Karma Program.
Expensify.org Logos and Designs. Expensify.org’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Expensify.org in the U.S. and/or other countries. Expensify.org’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.org’s prior written permission.
User Art. User shall retain all right, title and interest in and to all of User’s logos, promotional graphics and related marketing designs (collectively, the “User Art”), provided, however, that User hereby grants to Expensify.org a worldwide, royalty-free, non-exclusive license to use the User Art, as well as User’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder, subject to User’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).
Derived Data. You shall own and retain all right, title, and interest in and to any data derived from your use of the Service or that of any individual authorized by you to utilize the Service(collectively, the “Derived Data”); provided, however, that you hereby grant to Expensify.org a worldwide, royalty-free, non-exclusive license to use data generated as a result of your use of the Service solely for purposes of (i) maintaining and improving the Service and (ii) providing you with access to and information about customized features and new functionality.
Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us at concierge@expensify.org or through the “Help” section of the Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of Expensify.org and you hereby irrevocably assign to Expensify.org and agree to irrevocably assign to Expensify.org 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.org’s request and expense, you will execute documents and take such further acts as Expensify.org may reasonably request to assist Expensify.org to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Confidentiality
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Expensify.org 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.org 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.org upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Expensify.org’s trade secrets, confidential and proprietary information and all other information and data of Expensify.org 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.org’s business, operations and properties, including information about Expensify.org’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
General Prohibitions
You agree not to do any of the following:
Post, upload, publish, submit or transmit any 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, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
Use, display, mirror or frame the Service, or any individual element within the Service, Expensify.org’s name, any Expensify.org trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Expensify.org’s express written consent;
Access, tamper with, or use non-public areas of the Service, Expensify.org’s computer systems, or the technical delivery systems of Expensify.org’s providers;
Attempt to probe, scan, or test the vulnerability of any Expensify.org system or network or breach any security or authentication measures;
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Service or staff member of Expensify.org.
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Expensify.org or any of Expensify.org’s providers or any other third party (including another User) to protect the Service or Site Content;
Attempt to access or search the Service or Site Content or download Site Content from the 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.org or other generally available third party web browsers;
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 Service to the mobile numbers of people you do not know);
Use or disclose any Expensify.org Confidential Information, except as otherwise explicitly set forth herein.
Use any meta tags or other hidden text or metadata utilizing an Expensify.org trademark, logo URL or product name without Expensify.org’s express written consent;
Use the 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;
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 Service or Site Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or Site Content;
Interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
Collect or store any personally identifiable information from the Service from other Users of the Service without their express written permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual or entity to do any of the foregoing.
Expensify.org will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Expensify.org may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Expensify.org has no obligation to monitor your access to or use of the Service, or to review or edit any User Content, but has the right to do so for the purpose of operating the 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.
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 Service, please notify Expensify.org’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:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim is being infringed;
Identification of the material that is claimed to be infringing and where it is located on the Service;
Information reasonably sufficient to permit Expensify.org to contact you, such as your address, telephone number, and email address;
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
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.org’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attention:
Copyright Agent
Expensify.org
401 SW 5th Ave
Portland, OR 97204
For clarity, only DMCA notices should go to the Expensify.org Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Expensify.org via concierge@expensify.org.
Links to Third-Party Websites
The 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.org. You acknowledge and agree that Expensify.org 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.org 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.org 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 Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Expensify.org from any and all liability arising from your use of any third-party website or services or third party content.
Termination
If you breach any of these Terms of Service, Expensify.org will have the right to suspend, disable or terminate these Terms of Service, at its sole discretion and without prior notice to you. Expensify.org reserves the right to revoke your access to and use of the Service at any time, with or without cause. In the event Expensify.org terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder.
In the event that your account is terminated by you or by Expensify.org 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 available at https://expensify.org/privacy shall survive any termination or expiration of your use of the Service or any agreement.
Disclaimers
THE 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.ORG MAKES NO WARRANTY THAT THE SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EXPENSIFY.ORG MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE. EXPENSIFY.ORG DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICE, AND USER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. USER SHOULD NOTE THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER EXPENSIFY.ORG’S CONTROL (SUCH AS A THIRD-PARTY SERVERS AND THE INTERNET). EXPENSIFY.ORG MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EXPENSIFY.ORG OR THROUGH THE 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 SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE. YOU UNDERSTAND THAT EXPENSIFY DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICE, NOR DOES EXPENSIFY.ORG MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. EXPENSIFY.ORG MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
Indemnity
You agree to defend, indemnify, and hold Expensify.org, its affiliates, 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 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.org’s intellectual property rights, and any claim by a third party that the User Data or User Art infringes such third party’s intellectual property rights.
Expensify.org will defend indemnify and hold you 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 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 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.ORG OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF 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 SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXPENSIFY.ORG 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.ORG’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO OR DONATED THROUGH EXPENSIFY.ORG FOR USE OF THE SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EXPENSIFY.ORG 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.
Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND EXPENSIFY.ORG CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND EXPENSIFY.ORG 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 Service, you will contact us at concierge@expensify.org and you and Expensify.org 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.org agree that any dispute, claim or controversy arising out of or relating to the Site, the Terms of Service or your use of the 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.org both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Expensify.org 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.org 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.org 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.org 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.org 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.org 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.
Entire Agreement
These Terms of Service constitute the entire and exclusive understanding and agreement between Expensify.org and you regarding the Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Expensify.org and you regarding the Service.
Assignment
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Expensify.org’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.org 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.org (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
General
The failure of Expensify.org 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.org. 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.org
If you have any questions about these Terms of Service, please contact Expensify.org at concierge@expensify.org or 401 SW 5th Ave, Portland, OR 97204. You acknowledge and agree that when contacting Expensify.org, whether by email, chat, or otherwise, you will not include any unnecessary personally identifiable information in your communications, and that if such information is included in your communications with Expensify.org, Expensify.org will have no legal obligation or liability with regard to such information.
