For Change Machine’s Platform:
To be set out on Change Machine’s websites:
We at Change Machine (f/k/a The Financial Clinic) (“Change Machine,” “we,” “us,” or “our“) welcome you to our content, products and services, accessible via our websites located at https://change-machine.org/ (collectively, the “Website”), our mobile device and computer applications, and any other applicable delivery methods (collectively, the “Services“). Please read these terms and conditions of use (these “Terms“) carefully, as they will govern your use of the Services. By accessing or using any portion of the Services, you are acknowledging that you have read, understand, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and all personnel who access the Services on your behalf or through your account, to these Terms, in which case the terms “you” or “your” shall refer to such entity and personnel. If you do not have such authority, or if you do not agree to be bound by these Terms, you may not use the Services.
For clarity, the Services include our Change Machine financial coaching platform, including its SHARE and LEARN functions (the “Change Machine Platform”), which may be accessed through our Website or through our application available for download via the Salesforce AppExchange hosted by salesforce.com, inc. (with SHARE accessible either through our Website or such application, and LEARN accessible through SHARE); you acknowledge however that any use of the Change Machine Platform is further subject to the terms and conditions of the separate Change Machine Platform Subscription and Services Agreement entered into between you and Change Machine (the “Subscription and Services Agreement”). To the extent you access the Change Machine Platform through the Salesforce AppExchange, you understand that you must also acknowledge and agree to all terms and conditions outlined in the Salesforce Terms of Service, available at https://www.salesforce.com/company/legal/sfdc-website-terms-of-service.jsp, and maintain in full force and effect any other required agreements between you and Salesforce as further set forth in the Subscription and Services Agreement.
If you have any questions, comments or concerns about these Terms, please contact us at email@example.com.
Changes to these Terms
We reserve the right, in our sole discretion, to change, add or remove portions of these Terms at any time and for any reason. If we make a material modification to these Terms, we will notify you by: (i) sending an email to the address associated with your account, if you are a subscriber to the Change Machine Platform (provided that we are not responsible for your failure to receive an email so sent, including as a result of the actions of your ISP or any email filtering service; therefore, you should add [change-machine.org] to the list of domains approved to send you email (commonly known as your “whitelist”)); (ii) displaying a notice above the text of these Terms for thirty (30) days; or (iii) with respect to the Change Machine Platform application available on the Salesforce AppExchange, providing a notification upon your accessing the application for the first time following our publication of such changed Terms. After notice of a modification to these Terms has been posted for thirty (30) days, the notice may be removed. Your continued use of the Services following such notification constitutes your agreement to be bound by and comply with the modified Terms. If at any time you no longer agree to be bound by or comply with these Terms, then you must stop accessing and using the Services.
Changes to the Services
Our Services are evolving over time, and you acknowledge that we may change, add to or discontinue all or any part of the Services from time to time in our sole discretion, subject, with respect to the Change Machine Platform, to the terms of the Subscription and Services Agreement.
Ownership and Intellectual Property
The Services, and all content available via the Services, including, but not limited to, text, graphics, logos, button icons, images, audio clips, video clips, data compilations, code and software, any combinations or compilation thereof, and other material generated, provided or otherwise made available to you by or on behalf of Change Machine through the Services, as well as the general “look and feel” of the Services (collectively, the “Content“), is the property of Change Machine or our affiliates, partners or licensors, and is protected by applicable copyright or other intellectual property rights and laws of the United States and other countries.
Unauthorized use of the Content may violate copyright, trademark, and other laws. You acknowledge and agree that the Content is valuable property and that other than the specific and limited license for use of such Content granted to you under these Terms, you shall not acquire any ownership or other rights in or to such Content. Any use other than as expressly permitted under these Terms or, with respect to use of the Change Machine Platform, the Subscription and Services Agreement, is not permitted without prior written consent from Change Machine. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
In addition, any trademarks, logos, service marks, trade dress, and any other designation of origin of Change Machine displayed via the Services (collectively, the “Trademarks“) are the registered or unregistered marks of Change Machine or our affiliates, licensors or partners, and are protected by United States and international trademark laws. All other Trademarks not owned by Change Machine or our affiliates, partners or licensors that appear in connection with the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks, without Change Machine’s prior written permission specific for each such use. All goodwill generated from the use of the Trademarks inures to the benefit of Change Machine, or its applicable licensors or partners.
Except as expressly permitted in Sections 5, 6 or 7 below, or as required under applicable law, neither the Content, the Trademarks nor any other portion of the Services may be used, reproduced, downloaded or stored (except for caching or as necessary to view content), duplicated, copied, distributed, transmitted, displayed, publicly performed, published, licensed, sublicensed, sold, resold, accessed, modified, used to create derivative works or otherwise exploited, in full or in part, for any purpose without our prior written consent. No act of downloading or otherwise copying from the Services, even with our permission, will transfer title to any Content or Trademarks to you. We hereby expressly reserve all rights not expressly granted in and to the Services, the Content and the Trademarks.
Your Use of the Services
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right to access and use the Services and the Content, solely for your internal business purposes; provided that, with respect to the Change Machine Platform, such access and use right shall additionally be subject to the terms and conditions of the Subscription and Services Agreement.
However, we do not give you the right to, and you may not:
- make any use of the Services or any Content for any commercial use, including resale, recirculation or redistribution, or use or allow the use of the Services or any Content by or for the benefit of, any other person or entity, including raising money, advertising or promoting a product, service or company; or engaging in any pyramid or other multi-tiered marketing scheme, except with our express prior written permission or, if you receive access to the Services from your employer, as is reasonable within the scope of your employment;
- use any meta tags or any other “hidden text” utilizing our name or the Trademarks without our prior written consent;
- use any caching or unauthorized hypertext links to the Services or the framing of any Content available through the Services;
- circumvent, bypass, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content;
- use software robots, spiders, crawlers, or similar data gathering or extraction tools, whether automated or manual, to access, acquire, copy or monitor any portion of the Services or any Content without our prior written consent;
- reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;
- knowingly or intentionally take any other action that may impose an unreasonable burden or load on our Services, its servers or infrastructure; or
- access or use the Services to collect any market research for a competing business.
Any unauthorized use by you of the Services or Content will terminate your limited rights to use the Services and the Content without prejudice to any other remedy we may have under applicable law; provided that, with respect to the use of the Change Machine Platform, the foregoing shall be superseded by the applicable terms of the Subscription and Services Agreement.
Change Machine welcomes your feedback, information, ideas, suggestions, or other similar communications. You acknowledge and agree, however, that such communications will not be confidential, and you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable (through multiple tiers) and transferable license under any and all intellectual property rights that you own or control therein to use, copy, modify, and otherwise exploit the foregoing for any purpose.
Submitting User Content to the Change Machine Platform
Certain features of the Change Machine Platform allow you to publicly post or otherwise make available information and content, including postings, comments, questions, data or other material (collectively “User Content“). You acknowledge and agree that such features of the Change Machine Platform are public spaces and that participation in such communities creates no expectation of privacy, and as a result that any User Content that you provide will be considered non-proprietary and non-confidential. By posting or otherwise providing any User Content, you hereby grant to Change Machine a non-exclusive, royalty-free, worldwide, perpetual, irrevocable and freely sublicensable (through multiple tiers) and transferrable right and license to copy, distribute, publicly display, publicly perform, modify and otherwise use such User Content in any form, media, or technology, whether now known or later developed for any purpose, including developing, distributing and promoting the Change Machine Platform and our products and services.
If you submit any User Content, you represent and warrant to Change Machine that you own or otherwise have the rights and permission necessary to submit such User Content to the Change Machine Platform, including, to the extent any User Content submitted includes any personal information of any of your clients, that you have secured the necessary rights and permission from such client or clients to submit such User Content to the Change Machine Platform for such use as is described in this Section 6. Please do not post any confidential information of your clients as User Content unless you are certain you have secured their express permission to do so and to make such information public. IF YOU CHOOSE TO MAKE ANY OF YOUR CLIENTS’ PERSONAL INFORMATION OR OTHER CONTENT PUBLICLY AVAILABLE VIA THE Change Machine PLATFORM, YOU DO SO AT YOUR OWN RISK.
While we encourage you to state what is on your mind and to engage with the public-facing elements of the Change Machine Platform, you may not post, upload to, distribute or otherwise publish to the Change Machine Platform any User Content that:
- a) is confidential, proprietary, invasive of privacy or publicity rights, infringing on or otherwise violative of intellectual property rights, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. or foreign laws;b) may contain software viruses or malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;c) contains advertisements or solicitations of any kind, or other commercial content;d) contains personal information (including phone numbers, Social Security numbers, payment card numbers, account numbers, addresses or employer references), without having secured all necessary permissions to do so (and if you do make such information available, such disclosure is at your sole risk and responsibility);e) contains messages by non-spokesperson employees of Change Machine purporting to speak on behalf of Change Machine or containing confidential information or expressing opinions concerning Change Machine or the Change Machine Platform;f) contains messages that offer unauthorized downloads of any copyrighted, confidential or private information;
g) contains multiple messages placed within individual folders by the same user restating the same point; or
h) contains chain letters of any kind;
- falsely identifies yourself or your e-mail address, impersonates any other person (including any entity or governmental authority), or otherwise misleads Change Machine or other Change Machine Platform users as to the origin of any User Content; or
- is otherwise deemed by Change Machine in its sole discretion to be inappropriate for the Change Machine Platform.
You are solely responsible for all User Content that you provide to the Change Machine Platform, including the content of any comments or information posted by you or otherwise through your account, or for the content of any information accessible through any links to third party sites contained within such User Content.
Change Machine has the right, but not the obligation, to monitor User Content posted to the Change Machine Platform to determine compliance with these Terms and to satisfy any law, regulation or authorized government request, and may edit or remove any User Content provided to or posted on the Change Machine Platform for any reason. Notwithstanding the foregoing, any monitoring or review of User Content that we may conduct does not mean that we necessarily endorse, support, sanction, encourage, or agree with the comments, opinions or statements contained in such User Content, and Change Machine does not verify that those comments posted are truthful, accurate or reliable.
Collection of Client Personal Information
Your use of the Services may include meeting with clients to coach them on financial behaviors using the Change Machine Platform. Any personal information collected from such clients in connection with the Change Machine Platform and the responsibility therefor and use thereof shall be governed by the Subscription and Services Agreement, subject to the terms relating thereto in Section 6 above and Section 12 below.
Third Party Links; Product Recommendations
For your convenience, we may provide through the Services links to websites or services of other persons. We are not responsible for the content, products or services of any third-party websites to which the Services are linked, including any social network websites such as Twitter or Facebook that we may use to promote the Change Machine Platform and our activities, nor are we by linking to any such websites endorsing any such content, products, services, or such third party provider. The Services may also provide recommendations for financial products or services offered by third parties. Change Machine does not make any representations or warranties whatsoever regarding any such third party products or services or your use thereof. You should carefully review the terms and conditions and privacy policies of all such third-party websites, services or other resources, and any such third-party financial products or services, as you are solely responsible for your use thereof and assume all risk arising from or relating to such use
Procedure for Claims Under the Digital Millennium Copyright Act
Change Machine respects the intellectual property rights of others and endeavors to comply with all relevant laws, and it expects its users to do the same. Change Machine will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws. Change Machine may, in appropriate circumstances and at its discretion, disable or terminate the accounts of users who may be infringing, misappropriating or otherwise violating the intellectual property of a third party.
Change Machine’s designated agent under the Digital Millennium Copyright Act (the “Act“) for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:
Asst. Director of Product
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide Change Machine’s agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT THE SERVICES AND ALL CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS, THE SERVICES, OR THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES, THE CONTENT, OR INFORMATION AVAILABLE ON THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. ANY CONTENT OR INFORMATION ON OR THROUGH THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE. WITH RESPECT TO USE OF THE Change Machine PLATFORM, THE FOREGOING IS SUBJECT TO ANY APPLICABLE TERMS IN THE SUBSCRIPTION AND SERVICES AGREEMENT.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CHANGE MACHINE, ITS AFFILIATES, AND ITS AND THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, OWNERS, AGENTS AND EMPLOYEES (THE “CHANGE MACHINE PARTIES“) WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND RELATED TO THE SERVICES OR THE CONTENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF CHANGE MACHINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING: (A) INTERRUPTION OF BUSINESS, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES; (B) ACCESS DELAYS OR INTERRUPTIONS TO THE SERVICES; (C) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT THE PRESENCE OF OR HYPERLINKING TO OR FROM THIRD-PARTY LINKS ON THE SERVICES; OR (E) COMPUTER VIRUSES, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPONENTS, SYSTEM FAILURE OR MALFUNCTION WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SERVICES.
SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE CHANGE MACHINE PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL THE CHANGE MACHINE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) IN CONNECTION WITH THESE TERMS OR YOUR USE OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED $50.00 USD; PROVIDED THAT WITH RESPECT TO USE OF THE Change Machine PLATFORM THE FOREGOING SHALL BE SUPERSEDED BY THE TERMS OF THE SUBSCRIPTION AND SERVICES AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT (I) YOU ARE NOT SEEKING LEGAL SERVICES OR ADVICE HEREUNDER, (II) CHANGE MACHINE HAS NO OBLIGATION TO UNDERTAKE ANY ACTIVITY THAT IS REQUIRED BY LAW TO BE PROVIDED SOLELY BY A LICENSED ATTORNEY, (III) YOU SHALL REMAIN RESPONSIBLE FOR YOUR PROVISION OF ANY SERVICES TO YOUR CLIENTS, AND (IV) CHANGE MACHINE SHALL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES, COSTS OR LIABILITIES RELATED TO THE DELIVERY OF FINANCIAL ADVISORY SERVICES TO YOUR CLIENTS BY YOU OR ANY OF YOUR EMPLOYEES, AGENTS, VOLUNTEERS OR AFFILIATES.
You shall indemnify, defend and hold harmless the Change Machine Parties from and against any and all damages, losses, liabilities, penalties, interest, judgments, assessments, costs and expenses, including reasonable attorneys’ fees and disbursements, to the extent incurred, arising from or based on any respect on a claim of a third party (including any governmental entity), arising out of or relating to (a) your access to or use of the Services or Content; (b) any User Content that you input, post, upload, distribute, e-mail, transmit or otherwise make available through the Services, including User Content containing the personal information of your clients or (c) or your violation of these Terms. You may not in any event settle any such third party claim, action or demand without our written consent. Change Machine reserves the right to, in its sole discretion and at its own expense, participate in or assume the exclusive defense and control of any such third party claim, action, or demand otherwise subject to indemnification by you.
Compliance with Laws
The Services are based in the United States. Change Machine makes no claims concerning whether the Services or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Governing Law and Venue
These Terms are governed by the laws of the State of New York, without regard to any conflict of law principles thereof that might lead to the application of the laws of another jurisdiction. You hereby irrevocably consent to the exclusive personal jurisdiction of, and venue in, the state and federal courts located in New York County, New York, with respect to any disputes arising out of or relating to your use of the Services, and you hereby irrevocably waive all defense of lack of personal jurisdiction and forum non-conveniens.
Breach of Terms
We have the right to investigate violations of these Terms or conduct that affects or may affect the Services the Content or the reputation or operation of Change Machine or its affiliates, partners or licensors. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We have the right to restrict, suspend or terminate your access to the Services at any time and without notice to you, if, in our sole discretion, you fail to comply with any provision of these Terms; provided that, with respect to your access to and use of the Change Machine Platform, the foregoing shall be superseded by the terms of the Subscription and Services Agreement.
These Terms were last updated: September 29, 2020