Rightfoot Terms of Use

Last Updated May 6, 2024

Charitize, Inc. d/b/a Rightfoot (“Rightfoot,” “we,” or “our”) provides certain personal informational retrieval and management services (the “Services”) to users of applications provided by our clients. In particular, Rightfoot has been engaged by the provider of the application that directed you to the Services in this instance (the “Application”) to retrieve data regarding certain financial accounts over which you have authority that you would like to be used by the Application (your “Data” and “Account,” respectively). These Terms of Use (the “Agreement”) govern our linking of your Account to the Application and certain undertakings that you make and rights that you waive in connection with such access and processing of your Data. Your Application provider’s privacy notice and our Privacy Policy applies to our processing of your Data. You and Rightfoot may be referred to in this Agreement collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the meanings attributed to them in this Agreement.

THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE UNLESS YOU OPT OUT IN ACCORDANCE WITH SECTION 9(D). PLEASE REFER TO SECTION 9 BELOW ENTITLED “DISPUTE RESOLUTION BY BINDING INDIVIDUAL ARBITRATION” FOR MORE INFORMATION.

1. TERMS AND SCOPE

A. Acceptance of Agreement. By completing the Services authorization process and utilizing the Services, you acknowledge and agree to this Agreement. If you do not agree to all of the terms of this Agreement, do not use the Services. If you do not accept these all of the terms of this Agreement, you will not be entitled to use the Services.

B. Our Relationship to You. The Services are provided by Rightfoot to the Application provider. The Application provider is our client, and while the Services facilitate the Application provider’s provision of services to you, the Services are not provided as a standalone service to you directly. The Application is not under our control, and we are not responsible for the Application’s use of your Data.

C. Our Relationship to the Application Provider. Rightfoot is a service provider to your Application provider. As such, we operate per the Application provider’s instructions. These instructions may include requirements regarding the use and protection of information about you that you or they provide to us or that we collect on their behalf per the terms and privacy notice posted by the Application provider, and per this Agreement and our Privacy Policy.

D. Rightfoot’s Use of Data. Rightfoot’s collection, use, and sharing of your Data is described in Rightfoot’s privacy policy (“Privacy Policy”) which is available here and is incorporated into this Agreement.

E. Service Limitations. Since the Services are provided by Rightfoot to the Application provider and not to you directly, Rightfoot undertakes no obligation to you regarding the scope, quality, uptime, or functionality of the Services (or the Application).

2. ACCOUNT CREDENTIALS AND ACCESSING YOUR DATA

A. Authorization to Access Your Data. By using the Services, you authorize Rightfoot to access and retrieve your Data from one or more Accounts designated by you or by the Application provider on your behalf (“Account Providers”).

i. Using Credentials to Access Data. Rightfoot will use information submitted by you through the Services such as your name, telephone number, social security number, business name, employer identification number, address, date of birth (collectively, “Credentials”) to access and retrieve your Data from the Account Providers.

ii. Appointment as Agent. You hereby grant Rightfoot a limited power of attorney, and you hereby appoint Rightfoot as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party sites (using your Credentials, when applicable), retrieve Data, provide your Data to the Application provider, and use your Data, all as described herein, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN RIGHTFOOT IS ACCESSING AND RETRIEVING YOUR DATA FROM FINANCIAL INSTITUTIONS, RIGHTFOOT IS ACTING AS YOUR AGENT, AND NOT AS A SERVICE PROVIDER OR OTHERWISE ON BEHALF OF THE ACCOUNT PROVIDER. You agree that: Account Providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you.

B. Your Authority. By using the Services to enable the transfer of any Data to or from any Account, you represent, warrant, and agree that: (i) such transfers are permitted under applicable law; (ii) that you are of legal age and have the authority to transfer that Data to or from the applicable Account and to authorize the use and transmission of that Data in accordance with this Agreement; and (iii) that the Application Provider has provided to you reasonable access to Application Provider’s privacy notice and has made disclosures to you regarding the Application’s use of your personal information, and that such disclosures are satisfactory and adequate for you to provide your informed consent regarding the same.

C. Role of Account Providers. You agree that Rightfoot assumes no responsibility and shall incur no liability with respect to the acts, omissions, or determinations of any Account Providers. You acknowledge and agree that Rightfoot may maintain your Data and Credentials on separate systems than those of Account Providers.

3. ASSIGNMENT

You may not assign this Agreement to any other party, by operation of law or otherwise. Rightfoot may assign, pledge, or otherwise transfer this Agreement or any of its rights and powers under this Agreement without restriction and without providing notice.

4. TERM AND TERMINATION

If we cease providing services to the Application provider or if the relationship between you and the Application provider is terminated, this Agreement also ends. You will no longer be able to use the Services upon termination of this Agreement.

Sections 1(d) (Rightfoot’s Use of Data), 3 (Assignment), 4 (Term and Termination), 5 (Limitation of Liability), 6 (Disclaimer of Warranties), 7 (Indemnification), 8 (Governing Law and Venue), and 9 (Dispute Resolution by Binding Individual Arbitration) and all other provisions of this Agreement or the agreements, terms, and policies incorporated herein giving rise to continuing obligations of the Parties, will survive termination of this Agreement.

5. LIMITATIONS OF LIABILITY

RIGHTFOOT IS NOT LIABLE TO YOU UNDER ANY LEGAL THEORY FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOST REVENUE ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, LOST PROFITS OR REPUTATIONAL HARM, PHYSICAL INJURY OR PROPERTY DAMAGE, CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES, OR ANY OTHER LOSSES OR HARM, HOWEVER CAUSED, ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY TERMS, AGREEMENTS, OR POLICIES INCORPORATED BY REFERENCE, WHETHER OR NOT RIGHTFOOT WAS ADVISED OF THEIR POSSIBILITY BY YOU OR THIRD PARTIES.

RIGHTFOOT’S MAXIMUM LIABILITY TO YOU UNDER THIS AGREEMENT AND ANY ADDITIONAL TERMS, AGREEMENTS, OR POLICIES INCORPORATED BY REFERENCE, IS LIMITED TO $1,000.  THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.  THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

6. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE.  RIGHTFOOT DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES.  NOTHING IN THIS AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY.

THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY RIGHTFOOT.  RIGHTFOOT DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

RIGHTFOOT DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) THE SERVICES AND DATA PROVIDED UNDER THIS AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY YOU, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (E) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN RIGHTFOOT IS ADVISED OF SUCH DEFECTS.

RIGHTFOOT IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU ARISING FROM UNAUTHORIZED ACCESS OR USE OF THE SERVICES.

7. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Rightfoot and its respective affiliates, directors, employees, agents, and representatives, from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to:  proceedings, suits, or actions brought by or initiated against Rightfoot by any third party due to (a) your breach or alleged breach of this Agreement, any terms, agreements, or policies incorporated by reference, or any other agreements with Rightfoot; (b) your actual or alleged infringement of a third party’s intellectual property rights; or (c) your use of the Application or your sharing of your Credentials.  This Section shall exclude any suits, claims, and liability arising solely from Rightfoot’s gross negligence or willful misconduct.

8. GOVERNING LAW AND VENUE

This Agreement and all other aspects of your use of the Services shall be governed by, and all Disputes shall be resolved in accordance with, the Federal Arbitration Act, as set forth below, and by the laws of the State of Delaware and United States of America, without regard to its conflicts of law rules.

9. DISPUTE RESOLUTION BY BINDING INDIVIDUAL ARBITRATION.

PLEASE READ THIS SECTION 9 CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER.

YOU ACKNOLWEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.

A. General.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Rightfoot and limits the manner in which you can seek relief from us.  It is part of your contract with Rightfoot and affects your rights.

B. Class Action Waiver.  Any arbitration under this agreement will only be on an individual basis; class arbitrations, class actions, representative actions, and consolidation with other arbitrations are not permitted.  You and Rightfoot waive any right to have a case decided by a jury and waive any right to participate in a class action against the other Party. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither Party is entitled to arbitration.

C. Cooperation to Resolve Disputes.  Before an arbitration is commenced, you and Rightfoot agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. You shall cooperate and attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to the Services or the Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (a “Dispute”) promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations that are the subject of the Dispute.  If you and Rightfoot cannot resolve the Dispute within sixty (60) calendar days, either you or Rightfoot may commence arbitration.  You and Rightfoot agree that state courts in the City of Wilmington, Delaware and County of New Castle, Delaware or federal court for the District of Delaware may enter injunctive relief to enforce the pre-arbitration filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

D. Opt-Out of Arbitration Provision. You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt out notice to support@rightfoot.com, within thirty (30) days of the date of your electronic acceptance of this Agreement (such notice, an “Arbitration Opt-Out Notice”). Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, and address, and be signed by you. If you don’t provide Rightfoot with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, as expressly set forth below.

E. Scope of Arbitration.  If the Parties are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court or you do not provide Rightfoot with an Arbitration Opt-Out Notice as described in Section 9(D), all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (“AAA”) according to the Commercial Dispute Resolution Procedures of the AAA as modified by this Agreement.  The AAA Rules and filing forms are available online at www.adr.org.  Except as set forth below, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether this Arbitration Agreement (or any aspect thereof) is enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.  The arbitrator shall be authorized to award any remedies that would be available to either Party in an individual lawsuit and that are not waivable under applicable law.

F. Small Claims Court.  Subject to applicable jurisdictional requirements, either Party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis.  If a Party has already submitted an arbitration demand to the AAA, the other Party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court.  At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

G. Arbitration Procedures.  The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies.  The place of arbitration shall be Wilmington, DE unless the Parties shall have agreed to another location within 15 days from the first referral of the Dispute to the AAA, or, if both parties agree, by telephone or videoconference.  The arbitral award shall be final and binding.  The Party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee.  The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived.  Each Party retains the right to seek judicial assistance: (1) to compel arbitration, (2) to obtain interim measures of protection prior to or pending arbitration, (3) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, and (4) to enforce any decision of the arbitrator, including the final award.

H. Confidentiality of Proceedings.  The arbitration proceedings contemplated by this subsection shall be as confidential and private as permitted by applicable law.  To that end, the Parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this subsection, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by any laws or regulations.

I. Court Proceedings.  Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in, and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City of Wilmington, Delaware and County of New Castle, Delaware or federal court for the District of Delaware.

10. CHANGES TO THIS AGREEMENT

Rightfoot reserves the right to modify this Agreement or provide other agreements governing use of the Services.  When Rightfoot makes material modifications to this Agreement, Rightfoot will make the revised Agreement available to you and update the “Last Updated” date at the top of this Agreement.  Rightfoot will also provide you with Notice of any material changes by email in advance of the date they become effective.  Any continued use of the Services constitutes your consent to the revised Agreement.  Rightfoot may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability.

11. MISCELLANEOUS

This Agreement is a complete statement of the agreement between you and Rightfoot regarding the Services.  If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.  This Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws.  No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.