Comun Platform Agreement

Last Updated: September [22], 2025

Table of Contents

1. Opening a Comun Account
   
   1.   Eligibility
   2.   Collection, Use, Storage and Disclosure of Personal Information 
   3.   Account Information from Third-Party Sites
   4.   Electronic Communications
   5.   Access to Your Comun Account
   6.   Device Security
2. Comun Services
   
   1. Access to Comun Services
   2. Fees
   3. Transaction Currency
   4. Payment Methods and Fee Collection
   5. Interactions with Other Users
   6. Interstate and International Nature of Communications
   7. Account Aggregation Disclosure
   8. Use of Comun Services for Transactions
   9. Maintenance and Modification of Services
   10. Limitations on Comun Services
   11. Intellectual Property Rights
   12. Suggestions for Improvement to Comun Services
3. General
   
   1. Term and Termination
   2. Comun is not a Bank, Financial Planner, Broker or Tax Advisor
   3. Ineligible Persons
   4. Prohibited Activities
   5. Arbitration Provision and Class Action Waiver
   6. Indemnification
   7. Limitations on Comun’s Liability
   8. Disclaimer of Warranties
   9. Errors
   10. Your Relationships
   11. Independent Contractor
   12. Assignment
   13. Successors
   14. Branding Usage
   15. Confidentiality
   16. Governing Law
   17. Claims
   18. Remedies
   19. Third Party Beneficiaries
   20. On-line or Written Formation of Contract
   21. Amendments
   22. Severability
   23. Whole Agreement
   24. Notices and Electronic Communication
   25. Notice for Apple Users
   26. Content
   27. User Content
   28. Contact Information
4. Glossary

COMUN IS A FINANCIAL TECHNOLOGY COMPANY AND NOT A BANK. COMUN PROVIDES YOU WITH ACCESS TO PRODUCTS AND SERVICES PROVIDED BY THIRD PARTIES, INCLUDING FDIC-INSURED BANKS ACCOUNTS THAT OFFER COMUN-BRANDED BANKING PRODUCTS AND SERVICES.

EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, AND BY ACCEPTING THIS AGREEMENT, YOU AND COMUN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOUR RIGHTS WILL BE DETERMINED BY A SINGLE ARBITRATOR AND NOT A JUDGE OR JURY. 

PLEASE READ THE PLATFORM AGREEMENT CAREFULLY. By accessing or using any of our Platform, an account with Comun (a “Comun Account”) or any of the Comun Services, you agree to be bound by this Platform Agreement, even if you do not obtain any other product or Comun Service from us. If you do not agree with the terms of this Platform Agreement, please exit the Platform and do not access or use the Comun Services.

This Comun Platform Agreement (the “Platform Agreement”) governs your access to and use of our website or mobile application (collectively, the “Platform”). The specific Comun Services offered by Comun, Inc, (“Comun,” “we,” “our,” or “us”), its Third-Party Service Providers, or Financial Service Providers are governed by separate service agreements. “You,” “your,” and “yours” means you, the natural person, who is applying for or has already opened a Comun Account.

By accepting this Platform Agreement, you acknowledge and accept our Comun Privacy Policy (available at https://en.comun.app/legal/privacy-policy). You consent to receive all communications, disclosures, and notices electronically. Capitalized terms in the Platform Agreement are defined within this document or in the glossary at the end of this Platform Agreement.

Specific products and services will be governed by separate, product and service-specific agreements (“Product Agreements”). By applying for or using any product or services that are provided by us, our Financial Service Providers, and/or Third-Party Service Providers, you acknowledge and agree to be bound by their applicable Product Agreements, including any applicable privacy policies of our Financial Service Providers and Third-Party Service Providers.

IF YOU ARE NOT ELIGIBLE FOR OR DO NOT AGREE TO THIS PLATFORM AGREEMENT, ANY APPLICABLE PRODUCT AGREEMENTS SPECIFIC TO PRODUCTS AND SERVICES OFFERED BY US, OUR FINANCIAL SERVICE PROVIDERS AND THIRD-PARTY SERVICE PROVIDERS, AND THE COMUN PRIVACY POLICY AND ANY APPLICABLE PRIVACY POLICIES OF OUR FINANCIAL SERVICE PROVIDERS AND THIRD-PARTY SERVICE PROVIDERS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE COMUN SERVICES. YOUR USE OF THE COMUN SERVICES AND COMUN’S PROVISION OF THE COMUN SERVICES TO YOU CONSTITUTE AN AGREEMENT BY BOTH YOU AND COMUN TO BE BOUND BY THIS PLATFORM AGREEMENT.

1. Opening a Comun Account

1.1 Eligibility 

In order to use the Comun Services, you must create a Comun Account. Only Persons that are eighteen (18) years or older and are currently residing in the United States of America may open a Comun Account and/or use the Comun Services. In addition, you represent, warrant and covenant to Comun that:

• You conform and will conform to all applicable laws and the terms of this Platform Agreement;
• You are not engaged in, knowingly or unknowingly, and will not engage in any Prohibited Activities;
• You do not qualify as an Ineligible Person;
• You maintain and will maintain exclusive control over your login credentials to access the Comun Account and Platform, and you are not operating the Comun Account on behalf of any third party;
• All information you provided to Comun is and will be current, accurate, and complete;
• You have had the opportunity to review this Platform Agreement with legal counsel prior to accepting the terms hereof;
• You shall immediately advise Comun of defects in the Comun Services or any claim or threatened claim against Comun; and
• As between you and Comun, you assume all responsibilities and liabilities associated with any Product that you purchase or sell and your Relationships.

Your usage of your Comun Account and of any Comun Services may not be for any business or non-personal purposes. You may create only one (1) Comun Account. Each Comun Account may not be associated with more than one (1) owner or user.

1.2 Collection, Use, Storage and Disclosure of Personal Information

An active Comun Account that is in good standing is required for you to access the Comun Services. When you open a new account with Comun or a Financial Service Provider, you will be asked by Comun, in connection with the Comun Services and/or its role as a program manager on behalf of a Financial Service Provider, to provide certain information concerning you. This may include, depending on the specific service or product you are using: names, addresses, phone numbers, email addresses, Account Information (as defined below) and other personal information for accounts held by you with third parties that will allow us to identify you.

You represent that any information you provide to Comun shall be complete and accurate, and you shall promptly correct any errors or update the information you provide to Comun. You represent that you have obtained the necessary consent and authorization to disclose any of the information you provide to Comun. Comun may deny your application, interrupt provision of any Comun Services or its access to you, or suspend or close your Comun Account where, in our sole determination, the information you provided to Comun is incomplete, inaccurate, or out of date. If Comun requests for the provision of information or consent that is necessary for the continued access of your Comun Account or usage of the Comun Services, you must provide such information or consent within thirty (30) calendar days of receiving such a request.

To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. Comun reserves the right to collect, store, use and disclose your Data as required by applicable law. Comun will maintain your Data in accordance with its data retention policies and applicable laws and regulations. Notwithstanding any deletion requests you may submit, Comun may retain your Data as required by its data retention policies or applicable laws and regulations, and in such cases, will not be obligated to honor deletion requests that would conflict with such requirements.

You acknowledge and agree that we may use and provide your Data to any Financial Service Provider and Third-Party Service Provider to validate the information you have provided and determine your eligibility for the Services. YOU HEREBY AUTHORIZE COMUN, DIRECTLY OR THROUGH OUR FINANCIAL SERVICE PROVIDERS OR OTHER THIRD-PARTY SERVICE PROVIDERS, TO MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATION TO VERIFY YOUR IDENTITY.

1.3 Account Information from Third-Party Sites

In order to use or access any Comun Service, you may be required to direct us to retrieve your information maintained online by third party financial institutions with which you have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). We will then connect directly with your online Financial Service Providers to access this Account Information. We may also work with one or more third-party financial service technology providers to access and retrieve your Account Information.

We cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, Account Information may be stale as of the time viewed, which reflects the fact that time may have passed between the time the information is downloaded from the third-party financial institution and the time such information is viewed by you. Such information may be more up to date when obtained directly from the relevant sites.

By submitting information, data, passwords, usernames, PINs, other login information, materials and other content through the Platform (“User Content”), you are granting a limited, non-exclusive, irrevocable, royalty-free, transferable, worldwide, license to Comun, Financial Service Provider, and/or Third-Party Service Provider to use the User Content solely for the purpose of providing the Comun Services. We may use and store the User Content in accordance with our Privacy Policy and applicable data protection laws. By submitting User Content to us, you represent that you are entitled to submit it to us for use for this purpose, without any other limitations or obligation by us to pay any fees.

You authorize us to use Account Information that you provide us, including usernames and passwords, to log into the third-party site(s) that maintains your Account Information. You hereby authorize and permit us to use and store such information to accomplish the foregoing and to configure the services so that they are compatible with the third-party sites that maintain your Account Information. You grant Comun a limited power of attorney, and appoint Comun as your attorney-in-fact and agent, as needed, to access third party sites and retrieve and use your information with the full power and authority to do and perform each thing necessary as you could do in person, but solely in connection with providing the Account Information to you as part of the Comun Services, as applicable.

YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY PLATFORMS, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.

Notwithstanding anything in this Platform Agreement, we shall have no authority to take or have possession of any assets in the accounts maintained by such third parties or to direct delivery of any securities or payment of any funds held in such account to itself or to direct any disposition of such securities or funds. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. While our services may be sponsored or endorsed by the third parties with whom your Account Information is held from time to time, you should not assume that the Comun Services are sponsored or endorsed by any third parties with whom your Account Information is held.

1.4 Electronic Communications

Products and services offered by Comun, our Financial Service Providers and any other Third-Party Service Provider are exclusively provided to you electronically and these terms govern the condition of your acceptance of the Platform Agreement and any applicable Product Agreement accessible through the Platform relating to the Comun Services.

1. Electronic Signature. By accepting this Platform Agreement, you are adopting an electronic signature, and you consent and agree that: 

• Your electronic Platform Agreement to the Platform Agreement and any Product Agreement accessible through the Platform (including any related documents) has the same effect as if you signed them in ink.
• Comun, our Financial Service Provider and any Third-Party Service Provider can provide any and all information and disclosures to you electronically. 
• Comun, our Financial Service Provider and any Third-Party Service Provider can send important communications and disclosures to you electronically, either through the Platform or to your email address, if you provided one to Comun for that purpose.

2. Applicability of Consent. Your consent applies to acceptance of this Platform Agreement, as well as to any and all required disclosures and notices as well as all future communications to you at any time, and to other communications Comun, our Financial Service Providers and any Third-Party Service Provider provides to you electronically. All communications provided electronically will be deemed to be “in writing.”
3. Hardware and software requirements. In order to access and retain electronic communications, you will need the following minimum electronic hardware and software requirements:

• a connection to the Internet;
• a Current Version (defined below) of an Internet browser we support that includes 128-bit encryption with cookies enabled;
• a Current Version of a program that accurately reads and displays PDF files (which may be either a browser that supports native PDF rendering or a program such as Adobe Acrobat Reader);
• a valid email address;
• sufficient storage space to save past communications or an installed printer to print them; and
• an electronic device and an operating system capable of supporting all of the above.

4. Notice of Changes. Comun will notify you if there are any material changes to the hardware or software needed to receive electronic communications from Comun, our Financial Service Providers and any Third-Party Service Provider. By giving your electronic consent below, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any communications or its records. You should print or save a copy of these communications for your records in case they are not accessible online at a later date. You understand that you have the right to withdraw this electronic consent by emailing us at ayuda@comun.app and request paper copies of any required disclosures, though fees may apply. If you do not consent or if you withdraw your consent, we reserve the right to refuse to accept your Comun Account application, to cancel your Comun Account, place your Comun Account on inactive status, or to provide a paper copy of the communications.
5. Federal Law. You acknowledge and agree that your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the “Electronic Signatures Act”), and that Comun, our Financial Service Providers and any Third-Party Service Provider intend that the Electronic Signatures Act applies to the fullest extent possible to validate our ability to conduct business and communicate with you by electronic means.

By “Current Version,” we mean a version of the software we support and that is currently being supported by its publisher or the applicable platform (e.g., Apple’s iOS). We support the Current Version of Firefox, Google Chrome, Microsoft Edge, Safari, iOS and Android. Comun may, at our sole discretion, support additional prior versions. By installing the Current Version, you authorize the automatic download and installation of any future software updates and agree to download and install of such software updates manually if necessary. Comun reserves the right to temporarily disable or permanently discontinue any and all functionality and features of the Platform at any time without notice and with no liability to you. If we permanently discontinue the Platform, we will provide you with reasonable opportunity to download your Data.

1.5 Access to Your Comun Account

As long as you are not in breach of this Platform Agreement, and you are approved to become a user, you shall be granted and have access to a unique and private Comun Account accessible through the Platform. We will notify you promptly of any decision regarding your application. No more than one individual shall gain access to a Comun Account at any given time.

1. One-Time Passwords. When you attempt to log into your Comun Account, Comun shall send you with a one-time password (an “OTP”) to the phone number you provided to Comun. You agree to not disclose such OTPs or permit any third party to use them. Disclosure of such OTPs or any other unauthorized activity involving your Comun Account may result in a loss of access to your Comun Account or having your Comun Account temporarily suspended or permanently closed. You agree that we can rely on any request or transaction initiated through such OTPs without the need for further confirmation. However, we reserve the right to require additional verification for the approval of a transaction when we deem necessary for security purposes. The Comun Account shall provide you a record of your Transactions under the Comun Services, including any fees.
2. Access to Other Comun Products and Services. Other products and services offered by Comun, its Financial Service Provider, and/or its Third-Party Service Provider may require the creation of additional login credentials specific to your access and use of those products and services. You agree to not disclose these credentials or permit any third party to use them. Disclosure of such credentials or any other unauthorized activity involving your use of these other products and services may result in a loss of access to your Comun Account or having your Comun Account temporarily suspended or permanently closed.     
3. Liability. You assume full responsibility for the use of your Comun Account by you or any other person, even if such a person obtained access to your Comun Account using an unauthorized method. You acknowledge that limitations on the access to your Comun Account can only be controlled by you, not Comun. You assume exclusive responsibility for any preferences and selections made to your Comun Account by you or another person, even if they contain errors by you or result in losses to you. 
4. Third Party Access. Except as required to deliver the Comun Services or as otherwise required by law, Comun shall not grant any third party access to your Comun Account. You shall notify Comun by email to ayuda@comun.app immediately in the event of any loss or disclosure, whether voluntary or otherwise, of any Comun Account password or access code to a third party. This notification must be made to Comun by the means outlined below and confirmed receipt by Comun. Comun may interrupt or refuse all access and any orders made using this password within one (1) business day following the receipt of the notification.

You agree that Comun will not have any responsibility to verify any transaction in your Comun Account initiated by you, and you may be liable for any loss, damage or expense arising from access to a Comun Account by anyone using credentials to access your Comun Account, whether authorized or not. You hereby agree to indemnify and keep Comun harmless against all actions, claims or demands arising from actions in your Comun Account by you or anyone else using their credentials to access your Comun Account.

1.6 Device Security

You shall use reasonable efforts to secure your Data in your possession or under your control. You assume exclusive responsibility for ensuring the security of your Device and the Data on it. You agree to use a password or other security device(s) to lock your Device. You shall immediately notify Comun of any actual or suspected breaches in the security of your devices or any Data, whether in your Devices or otherwise. Comun is not liable for the operation or failure of your Devices or those of any third party, including but not limited to processors, hosting services, internet service providers, Financial Service Providers and other Third-Party Service Providers. You will not operate your Device in a manner that does not meet the applicable security requirements of our Financial Service Providers and Third-Party Service Providers.

2. Comun Services

2.1 Access to Comun Services

Comun will provide the Comun Services to you for the term of this Platform Agreement subject to the full and timely payment of all applicable fees and complete compliance with the terms of this Platform Agreement. As part of the Comun Services, Comun hereby grants to you a non-exclusive, non-transferable, non-assignable and revocable right to use the Comun Services, as per the terms of this Platform Agreement. The Comun Services shall be used by you solely for your own personal purposes and not for any non-personal, commercial purposes. Comun does not convey any right, title or interest in the Comun Services or Comun System to you. You acknowledge that the Comun Services are cloud-based hosted services, and no copies of the Comun Services or Comun System will be delivered to you. Your right to use the Comun Services shall terminate upon any termination of this Platform Agreement or any termination or suspension of the Comun Services to you.

2.2 Fees

The Comun Services are available to you subject to your payment of any and all fees. Fees for the Comun Services (“Services Fees”) are disclosed in the applicable Product Agreement or as disclosed on the fee schedule displayed on Comun's website. Services Fees may vary depending on the Comun Service you select. You shall pay Services Fees and other amounts owing to Comun, a Third-Party Service Provider, or a Financial Service Provider no later than fifteen (15) days of the date of the invoice which Comun provides to you. All fees and costs are deemed earned when paid and are non-refundable except where required by applicable law. We may collect partial payments for unpaid amounts from any Bank Account and/or Linked Account, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay Comun in full. In the event that you do not pay the sums owed to Comun a Third-Party Service Provider, or a Financial Service Provider by the agreed upon date, Comun reserves the right to suspend or terminate the Comun Services for you. Comun may make promotional Services Fee offers that will not necessarily apply to you.

Fees are exclusive of all taxes, levies or duties imposed by any national, federal, state or local taxing authorities. You shall be solely responsible for payment of all such taxes. Should Comun be required to pay any such taxes, you shall reimburse Comun for all tax payments in full, within thirty (30) days of receipt of an invoice therefore.

Financial Service Providers and Third-Party Service Providers may charge their own fees for their services; unless otherwise indicated on the Platform, fees hereunder do not include amounts you may owe Financial Service Providers or other Third-Party Service Providers under your respective Platform Agreements with them.     

2.3 Transaction Currency

In addition to your agreement to these Terms, you acknowledge and agree that Comun and its Financial Service Providers may provide the ability to conduct any transactions through Comun Services or the Comun Account using other currencies other than the United States dollar.

2.4 Payment Methods and Fee Collection

Fees for the Comun Services shall be paid as per the payment methods that are acceptable to Comun and integrated with your Comun Account. 

You grant Comun the right to debit via the Automated Clearinghouse (“ACH”) network the amount of the fees plus any other amounts due under this Platform Agreement from your Bank Account(s) as per the ACH Consent (defined and set out below). If we use the ACH network, the debits will be governed by the rules established by the National Automated Clearinghouse Association for consumer-related ACH debits. The following is the “ACH Consent”:

You request to effect settlement of credits and debits from your Bank Account(s) by means of ACH and/or wire transfer in conjunction with the Comun Services. In accordance with your request, you authorize Comun and/or its Affiliates to initiate debit and credit entries to your Bank Account (the details of which are provided by you through the Comun Account or by other means acceptable to Comun). You agree to maintain sufficient funds in your Bank Account to cover your requested debit transactions. You confirm that you have the authority to agree to such transactions and that your Bank Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Comun receives written notice from you revoking it. This authorization is for the payment of fees or any other sums owed to Comun. You certify that the appropriate authorizations are in place to allow you to authorize this method of settlement. All changes to the identification of your Bank Account under this authorization must be made in writing in accordance with the Platform Agreement. You understand that if the information supplied as to the ABA routing number and account number of your Bank Account is incorrect, and funds could be incorrectly deposited, Comun will attempt to assist you in the recovery of such funds but has no liability as to restitution of the same. Comun’s assistance in recovering the funds, where available, will be billed to you at Comun’s then-current hourly rate for such work, which will be disclosed to you before we begin the recovery process. You acknowledge that the origination of ACH transactions to your Bank Account must comply with the provisions of applicable U.S. law.

2.5 Interactions with Other Users 

1. Finding Other Users

The Comun Platform allows for the ability for you to search for other users of the Comun Platform if you have their phone number that was provided to Comun during the sign up for their Comun Account or their unique Comun username. You may send money to or receive money from that person through the Comun Platform. You must ensure that the phone number or the unique Comun username of your recipient is accurate and associated with the person to whom you intend to send money. Do not send money to a person you do not know, or that you have not verified is accurate and associated with your intended recipient. We cannot cancel or reverse completed payments.

2. Notes

Transactions transmitted to others through the Comun Services require you to send a note that is attached with the transmitted funds to the recipient. You represent and warrant that: (i) you, and only you, are responsible for sending the notes and that Comun merely acts as a Data transfer service; and (ii) you will indemnify and hold Comun harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of your notes. If a recipient of notes you send requests to desires to prevent you from sending additional notes to them through the Comun Services, then we will abide by such recipient’s request and block you (and other users of the Comun Services) from sending notes to such persons.

2.6 Interstate and International Nature of Communications

You acknowledge that in contributing User Content or using the Comun Services to send electronic communications, you will be causing communications to be sent through our computer networks, portions of which are located in various states and localities in the United States and portions of which may be located abroad. As a result, and also as a result of Comun network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature may result in the transmission of interstate or cross-border communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to the Platform Agreement, you acknowledge that the contribution of User Content and use of the Comun Services results in interstate data transmissions.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or any country in which you originate the transmission.

2.7 Account Aggregation Disclosure

Your use of the automated bank account feeds (“Account Aggregation Services”) in connection with opening your Financial Service Provider Account is subject to the following terms.

1. Provide Accurate Information. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other websites, including financial institutions. You agree to not misrepresent your identity or any information related to your account. You represent that you have all the rights to provide such information and license the Content, as defined below. You agree to keep such information up to date.
2. License. You agree to grant Comun and its Financial Service Provider and Third-Party Service Providers a limited, non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use any information, data, passwords, materials or other content (collectively, “Content”) you provide through the Account Aggregation Services, including allowing Comun and its Financial Service Provider and Third-Party Service Providers to access, use and store the Content. Comun and its Financial Service Provider and Third-Party Service Providers may use, display, distribute and reproduce the information obtained via the Account Aggregation Services exclusively for the purposes of delivering the Comun Services and Financial Service Provider’s banking services to you. You acknowledge that Comun’s use of your Content will not infringe on any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Comun. You may revoke this license by emailing us at ayuda@comun.app, provided that such revocation will not affect any prior use of Content by Comun in accordance with this license and will take effect within a reasonable time period after receipt of your request.
3. Third-Party Accounts. By using the Account Aggregation Services, you authorize Comun and its Financial Service Provider and Third-Party Service Providers to access third-party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts or request loans. For all purposes hereof, you grant Comun and its Financial Service Provider and Third-Party Service Providers a limited power of attorney, and you hereby appoint Comun and its Financial Service Provider and Third-Party Service Providers as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, access third-party internet sites, servers or documents, retrieve information, and use your information exclusively for the purposes of delivering the Comun Services and the Financial Service Provider’s banking services to you. You understand that Comun and its Financial Service Provider and Third-Party Service Providers may access your third-party accounts any time and obtain access to the information in such third-party accounts at any time while you have a Comun Account.

2.8 Use of Comun Services for Transactions

You agree to use the Comun Services only for good faith Transactions and not for Transactions on behalf of third parties. You agree to review Transactions on the Platform and promptly notify Comun of any irregularities or actual or suspected unauthorized activity.

You shall provide Comun and, where applicable, the Financial Service Providers, with all of your Data that is necessary for Comun to carry out a Transaction. Depending on the availability of such services from the Financial Service Providers, Transactions may include, for example, the transfer of Data from you to the Financial Service Providers to initiate an outgoing electronic funds transfer payment or a wire transfer, either from your Bank Account or other account held by you with the Financial Service Provider pursuant to your applicable Platform Agreement with such Financial Service Provider.

You hereby grant Comun permission to not deliver Transaction Data to a Financial Service Provider where such Data may result, as determined by Comun or the Financial Service Provider, each in its sole discretion, in a payment transaction for which your Bank Account or other account held by you with the Financial Service Provider contains insufficient funds. 

Comun offers no guarantee as to the financial results of any Transaction, all of which are the sole and exclusive responsibility of the Financial Service Provider. Comun makes no representation or warranty as to the accuracy or completeness of any Transaction or other Data, where the input is your responsibility. Comun does not have the ability to undo Transactions. Comun is under no affirmative obligation to monitor the content of Data to, for example, detect fraud by you, our Financial Service Provider or other Third-Party Service Providers. While certain specific Transaction types are discussed below, there may be other forms of Transactions available from time to time.

2.9 Maintenance and Modification of Services

Comun shall use commercially reasonable efforts to ensure smooth operation of the Comun Services for the duration of this Platform Agreement. Comun shall not, however, have any liability whatsoever to you in the event of any failure or bugs in the Comun Services, or interruptions of the Comun Services. When made aware either by you or otherwise, of any error, anomaly, malfunction or bug, Comun shall respond in the manner it determines to be appropriate, in its sole discretion.

If required, you agree that you will promptly install any and all upgrades, bug fixes and other improvements to the Platform (“Upgrades”), such as they may be from time to time. You agree to authorize the automatic download and installation of such Upgrades if necessary.

During the term of this Platform Agreement, Comun may maintain, update or replace the Comun Services and the Platform in such a manner as it determines to be appropriate. Comun may, but has no duty to, provide new Comun Services for you to correct errors, improve, develop or adapt the existing version and add new functions and features. Comun does not have the obligation to provide any specific developments or error corrections in the Comun Services or any such future developments or corrections separately, even if specific developments are provided and used in connection with specific Comun Services.

Comun reserves the right to modify any Comun Service at its sole discretion. We do not guarantee that each of the Services will always be offered or available to you. Comun Services may change from time to time or be discontinued. In the event Comun modifies or discontinues a certain Comun Service you are using in a way that materially reduces the features or functionality of the Service, we will make commercially reasonable efforts to provide at least thirty (30) days advance notice to you before the Comun Service is discontinued or materially modified.

2.10 Limitations on Comun Services

In order to reduce the risk of Comun Services being used for money laundering, the financing of terrorism or other Prohibited Activity or otherwise in breach hereof and to limit Comun’s and Third-Party Service Providers’ exposure to excessive security, financial or reputational risk, Comun reserves the right to impose limits on Transactions and other elements of the Comun Services at its sole discretion and where in compliance with applicable law, without prior notice. New accounts may be subject to longer hold or review periods. Our Financial Service Provider may separately reserve such rights to impose limits on your accounts held directly with any Financial Service Provider pursuant to the terms of your deposit account or other Platform Agreement with such Financial Service Provider.

2.11 Intellectual Property Rights

The Comun System, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the Comun System, user manuals, technical manuals, and other materials issued to you), appearance, structure and organization, is a proprietary product of Comun and is protected by copyright and other laws. Title to the Comun System, and any copy, update, modification or merged portion thereof, shall at all times remain with Comun. You acknowledge that Comun expressly reserves the entire right, title and interest in and to the Comun System, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Comun System. You shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or utilize any expression of the Comun System in other than object code form. You shall not alter or otherwise modify the Comun System. You shall not remove any trademarks, proprietary legends, or copyright notices from the Comun System, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the Comun System in any manner. Nothing in this Platform Agreement shall confer or grant to you any Intellectual Property Rights in the Comun Services or Comun System.

2.12 Suggestions for Improvement to Comun Services

If you choose to provide input and suggestions regarding the Comun Services (“Feedback”), you hereby grant Comun an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platform and Comun Services and create other products and services.

We are under no obligation to provide support or provide improvements for the Comun Services. Questions, comments or requests submitted to Comun customer service department shall be handled via the contact information for Comun provided on the Platform.

3. General

3.1 Term and Termination

The term of this Platform Agreement shall start on the earlier of the date that you have accepted the terms of this Platform Agreement via the Platform, or your use of Comun Services, and will continue until terminated in accordance with the terms hereof.

You can terminate this Platform Agreement at any time by closing your Comun Account or by sending notice to Comun at ayuda@comun.app that you wish to terminate this Platform Agreement. Comun can terminate or suspend access to the Platform, any Comun Service provided hereunder and performance hereunder at any time for no reason or for any reason without prior notice to or consent from you. Comun also reserves the right to suspend supply of the Comun Services or terminate this Platform Agreement without prior notice to you in the event that Comun determines, in its sole discretion, that continuing to perform hereunder would expose Comun to excessive risk, whether legal, regulatory, compliance, security, financial, reputational or otherwise.

Upon termination of this Platform Agreement, you shall no longer be entitled to use the Comun Account, Comun Services or the Platform. Upon request by Comun at termination, you agree to either destroy or return all Comun Data and documentation related to the Platform and Comun Services, in all forms, both complete and partial, in all media. All provisions regarding indemnification, representations, warranties, liability and limits thereon, governing law, arbitration, assignment and Confidential Information shall survive termination. Termination of this Platform Agreement shall not relieve you of your obligations to pay accrued fees or other liabilities incurred hereunder.

3.2 Comun is Not a Bank, Financial Planner, Broker or Tax Advisor

COMUN IS FINANCIAL TECHNOLOGY COMPANY AND NOT A BANK, FINANCIAL INSTITUTION OR FINANCIAL ADVISORY SERVICE. NEITHER COMUN NOR THE COMUN SERVICES ARE INTENDED TO PROVIDE LEGAL, FINANCIAL, INVESTMENT OR TAX ADVICE. Your financial situation is unique, and any information and advice obtained through the Comun Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your unique circumstances.

3.3 Ineligible Persons

The following Persons are prohibited from using the Comun Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), Specially Designated Nationals List or else subject to sanctions enforced by OFAC or any government authority including the United Nations, the European Union, the State Secretariat for Economic Affairs of Switzerland, or the Swiss Directorate of International Law, H.M. Treasury of the United Kingdom, the Hong Kong Monetary Authority, or the Monetary Authority of Singapore; (ii) authorized users who are natural Persons who are less than 18 years of age or the age of majority in the state in which your business is located; (iii) Persons who have procured any services from Comun and have been terminated for cause by Comun; and (iv) Persons using or will use Comun Account on behalf of businesses.

3.4 Prohibited Activities

It is forbidden for you to use the Comun Services to, directly or indirectly, knowingly or unknowingly assist in any Prohibited Activity (defined below) or any illegal activity.

At this time, wire payments may not be made to the following countries: Afghanistan, American Samoa, Belarus, Belize, Bonaire, Burundi, Cameroon, Central African Republic, Chad, Colombia, Comoros, Congo, Democratic Republic of Congo, Cuba, Curacao, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Guam, Jordan, Islamic Republic of Iran, Iraq, People’s Democratic Republic of Korea, Republic of Kosovo, Lebanon, Libya, Madagascar, Mali, Myanmar, Nigeria, Russian Federation, Saint Barthelemy, Somalia, South Sudan, Sudan, Syrian Arab Republic, Turkmenistan, Ukraine, Bolivarian Republic of Venezuela, Yemen, and Zimbabwe.

3.5 Arbitration Provision and Class Action Waiver

THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS. PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS. EXCEPT AS OTHERWISE NOTED, CAPITALIZED TERMS HAVE THE MEANING SPECIFIED IN THE PLATFORM AGREEMENT.

EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN THIS SECTION, YOU AGREE THAT DISPUTES ARISING UNDER THIS PLATFORM AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, AND BY ACCEPTING THIS PLATFORM AGREEMENT, YOU AND COMUN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOUR RIGHTS WILL BE DETERMINED BY A SINGLE ARBITRATOR AND NOT A JUDGE OR JURY.

1. Generally. Any dispute arising in connection with this Platform Agreement will be resolved by binding arbitration whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Platform Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS PLATFORM AGREEMENT, YOU AND COMUN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
2. Expectation. Notwithstanding the foregoing, nothing in this Platform Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
3. Arbitrator. Any arbitration between you and Comun will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”). If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call (800) 778-7879 or visit the AAA’s web site at: www.adr.org. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration. There shall be a single arbitrator who shall be an attorney practicing commercial law in New York. The arbitration shall take place in English.
4. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a Comun physical address, then by electronic mail (“Notice of Arbitration”). Comun’s address for Notice is: Comun, Inc, 33 W 17^th St, New York, NY 10012. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or Comun may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Comun must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Comun in settlement of the dispute prior to the award, Comun will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
5. Arbitration Fees. If you commence arbitration in accordance with these Terms, payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Comun for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
6. No Class Actions. YOU AND COMUN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Comun agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. 
7. Severability. If any part or parts of this Arbitration Provision are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Provision shall continue in full force and effect. However, if Section 3.5(F) entitled “No Class Actions” of this Arbitration Provision is found under the law to be invalid or unenforceable, then the entire Arbitration Provision shall be void, and the parties agree that all disputes will be heard in the state or federal courts located in New York County, New York.
8. Modifications to This Arbitration Provision. If Comun makes any future change to this arbitration provision, other than a change to Comun’s address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to Comun’s address for Notice of Arbitration, in which case your Comun Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

3.6 Indemnification

You agree to defend, indemnify and hold harmless Comun, its directors, officers, employees, agents, assigns, processors, suppliers (including our Financial Service Providers and Third-Party Service Providers) and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action, costs and expenses (including attorneys’ fees and expenses) arising out of or resulting from: (i) your performance under this Platform Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you; (ii) the negligent or willful acts or omissions of you; (iii) any statements, claims, representations or warranties made by you, relating to the Products or any other matter; (iv) your provision, or failure to provide Product; (v) any of your Relationships; (vi) your acts or omissions; (vii) your relationship with any Financial Service Provider or any other Third-Party Service Provider; (viii) any and all tax liabilities associated with Transactions, the sale of Product, regardless of which party has a legal duty to collect and remit the same; (ix) use of the Comun Account; (x) any vendor to you; (xi) attorneys’ fees and other costs and expenses paid or incurred by Comun in the enforcement of this Platform Agreement, or in collecting any amounts due from you hereunder; (xii) responding to requests for Data or your information by third parties including but not limited to subpoenas or court orders for the same; and (xiii) Transactions or financial transactions of you, our Financial Service Providers or other Third-Party Service Providers.

3.7 Limitations on Comun’s Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMUN AND ITS AFFILIATES, FINANCIAL SERVICE PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, AGENTS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ATTRIBUTABLE TO LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR BUSINESS INTERRUPTION, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF COMUN HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW OR PURSUANT TO THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, COMUN’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS PLATFORM AGREEMENT (AND ALL OTHER APPLICABLE AGREEMENTS BETWEEN COMUN AND YOU) WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Comun shall use its commercially reasonable efforts to perform its obligations hereunder, however, Comun, its Affiliates, Financial Service Providers, Third-Party Service Providers, agents, suppliers or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Comun’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, lockdowns, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Comun’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Platform Agreement by you. Comun does not represent or warrant that the Comun Services suit your needs. In addition, in the event of any failure of the Comun Services, or in the event Comun otherwise defaults under any provision of this Platform Agreement, then your sole and exclusive remedy shall be termination of this Platform Agreement and, to the maximum extent permitted under applicable law, you hereby waive and relinquish any and all other rights or remedies it may have at law or in equity.

3.8 Disclaimer of Warranties

THE PLATFORM, COMUN SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL OTHER SERVICES AND PRODUCTS ASSOCIATED WITH THE COMUN SERVICES OR PROVIDED THROUGH THE COMUN SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. COMUN AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE PLATFORM OR OF THE COMUN SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE COMUN SERVICES IS AT YOUR SOLE RISK.

NEITHER COMUN NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE PLATFORMS OR OF THE COMUN SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES THAT THE COMUN SERVICES PROVIDED BY COMUN OR ITS SUPPLIERS OR THAT THE OPERATION OF THE COMUN SERVICES WILL BE INTERRUPTION OR ERROR FREE OR WITHOUT VIRUSES OR OTHER HARMFUL MATERIALS. NEITHER COMUN NOR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE COMUN SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS PROVISION MAY NOT APPLY TO YOU.

3.9 Errors

In the event of an error in a Transaction, you shall immediately notify Comun of the error via email at ayuda@comun.app. Comun uses commercially reasonable efforts to investigate the error but makes no representation as to its ability to correct the error. You shall provide Comun with any information necessary to investigate an error in a Transaction. Transactions will often result in payments from your Bank Account or in respect of other accounts with financial institutions; the availability of error correction or resolution could vary from one financial institution to another. Some payment transactions, such as wire transfers may be irreversible, so you agree to exercise extreme caution when initiating any Transaction.

3.10 Your Relationships

Comun is not a party to any of your Relationships, that give rise to Transactions or your other use of the Comun Services. You are solely responsible for any Transactions arising from the use of the Comun Services. Comun shall not be liable for any errors caused by you or interruptions of any hosting company computer systems or communication lines. Where your Relationship or a Transaction relates to the purchase or sale of Product, Comun has no liability with respect to Product or any third-party supplier thereof.

3.11 Independent Contractor

Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Platform Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner.

3.12 Assignment

You may not assign this Platform Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of Comun, which consent may be withheld for any reason, at Comun’s sole discretion. Comun may assign any of its rights or obligations hereunder without prior notice to or consent from you. Any assignment hereof not in accordance with this provision shall be null and void.

3.13 Successors

This Platform Agreement and the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

3.14 Branding Usage

You shall not use the names, logos or marks of Comun other than as expressly permitted in writing by Comun.

3.15 Confidentiality

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Platform Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Platform Agreement. Except as otherwise contemplated by this Platform Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party (to the extent legally permissible), and the duty of confidentiality created by this section shall survive any termination of this Platform Agreement. Nothing in this Platform Agreement shall prevent Comun from collecting, storing, using and disclosing your Confidential Information for the purpose of providing the Comun Services or complying with applicable law.

3.16 Governing Law

This Platform Agreement is governed by the laws of the State of New York without regard to conflict of law principles.

3.17 Claims

No legal action of any kind arising out of this Platform Agreement may be brought by you against Comun if the event giving rise to said legal action occurred more than one (1) year before the legal action is commenced. To the extent permitted by law, the parties knowingly and voluntarily agree to waive their rights to a jury trial or class action.

3.18 Remedies

All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.

3.19 Third Party Beneficiaries

Each Financial Service Provider with whom you have a Product Agreement or any other applicable agreement or terms for banking or other applicable services, including deposit or credit products, is a third-party beneficiary under this Platform Agreement that is entitled to enforce the rights of Comun against you.

3.20 On-line or Written Formation of Contract

By acceptance of the terms hereof on-line by you or by execution of a written acceptance of the terms hereof by you, this Platform Agreement together with any supplemental terms constitute the entire validly legally binding Platform Agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous Platform Agreements, representations and understandings of the parties. No waiver of any of the provisions in this Platform Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

3.21 Amendments

Comun may amend or revise this Platform Agreement, including the addition or adjustment of any fees, at any time by providing written notice to you through the Comun Account, the Platform, or, if you provided one, by email to your email address of record. For any amendment, the changes will become effective on the date notice is provided or at such later date if specified in the notice of amendment (the “Effective Date”). If you do not agree with any amendment, you must stop using the Platform and Comun Services prior to the Effective Date. Your continued use of the Platform or Comun Services on and following the Effective Date of any amendment constitutes your acceptance of such amendment. Comun reserves the right to modify the method of access to Comun Services or the Comun Account at any time without prior notice.

This Platform Agreement replaces any earlier versions hereof appearing on the Platform or otherwise.

3.22 Severability

The provisions of this Platform Agreement are severable, and if any part of it is found to be unenforceable, the other portions shall remain fully valid and enforceable. In the event that any provision of this Platform Agreement is found to be not enforceable in accordance with its terms, such provision shall be reformed to make such provision enforceable in a manner that provides Comun the maximum rights and protection permitted at law.

3.23 Whole Agreement

This Platform Agreement and any terms, agreements or policies incorporated by reference constitute the entire understanding of the parties with respect to the subject matter described and supersede all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Platform Agreement and any terms, agreements or policies incorporated by reference, will be binding unless in writing and signed by Comun and you.

3.24 Notices and Electronic Communication 

You consent to communication under this Platform Agreement by electronic and telephonic means. Any notice, demand, request or other communication required or permitted to be given under this Platform Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested or other recognized courier or by email: to Comun at the address set forth above; to you at the address provided therefore upon completion of the Application or registration with the Platform; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally or by email, or on the fifth (5th) day following mailing or emailing unless there is a disruption of any kind of postal service.

You agree that we may contact you via messages through text, SMS, WhatsApp®, or email using the contact information provided to us with respect to issues relating to an Application submitted by you, your Comun Account, and/or activity in connection with your Comun Account. In addition, you agree that we may send automated and prerecorded promotional messages through text, SMS, WhatsApp®, or email messages using the contact information provided to us. Please note that your consent to receive marketing communications is voluntary and not a prerequisite for utilizing the Comun Services. If at any time you decide you no longer wish to receive promotional messages, you can opt out by replying 'STOP' to any marketing communication from Comun. After opting out, you will be sent a confirmation message, and you will not receive any further promotional messages from us. Text or SMS may incur additional charges from your wireless provider. You further agree that we may monitor or record any communications for quality assurance or other reasonable business purposes.

3.25 Notice for Apple Users

This paragraph applies only to the extent you are using our mobile application on an iOS device. You acknowledge that this Platform Agreement is between you and Comun only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Comun Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Comun Services. If the Comun Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Comun Services. Apple is not responsible for addressing any claims by you or any third party relating to the Comun Services or your possession and/or use of the Comun Services, including: (a) product liability claims; (b) any claim that the Comun Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Comun Services and/or your possession and use of the Comun Services infringes a third party’s Intellectual Property Rights. You agree to comply with any applicable third-party terms when using the Comun Services. Apple and Apple’s subsidiaries are third-party beneficiaries of this Platform Agreement, and upon your acceptance of this Platform Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Platform Agreement against you as a third-party beneficiary of this Platform Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

3.26 Content

Any information provided on our website and in other communications from us, other than the agreements, offers, policies, and terms referenced or otherwise incorporated by this Platform Agreement, other Product Agreements, or that we otherwise expressly denote as governing your relationship with Comun, is for informational purposes only. We may, at our sole discretion, change or update information from time to time without notice.

3.27 User Content

You grant Comun a limited, non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use any content you provided to Comun through your use of your Comun Account or Comun Services. You agree that Comun will not compensate you for any of your content. Any publicity, including but not limited to press releases, by you concerning or naming Comun are prohibited without the prior written approval of Comun.

3.28 Contact Information

You may contact us by sending correspondence by emailing us at ayuda@comun.app .

4. Glossary

The following terms shall have the meanings indicated below:

“ACH” means Automated Clearing House payment transaction. 

“Affiliate” means, in relation to an entity, another entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the entity, or an entity’s principal partners, shareholders, or owners of some other ownership interest.

“Application” means the online application completed by you when applying for the Comun Services all of which is incorporated herein by reference.

“Bank Account” means your account, if any, with a Financial Service Provider.

“Card Transaction” means: (A) Comun (i) causing a Card to be issued by an Issuer; (ii) Comun using its own funds to load such Card with Transaction funds; and (iii) permitting you to use the Card to complete a payment Transaction with a Merchant; and (B) after the Merchant has processed the Transaction, you reimbursing Comun for the amount thereof from your Bank Account or otherwise.

“Card” means (i) a credit or debit card in the form issued under license from Visa, MasterCard; or (ii) any other valid credit card, charge card or debit card accepted as a method of payment by Merchant with your prior written approval.

“Comun Account” means an account made available to you through which you can transmit instructions or receive information in relation to the Comun Services.

“Comun Data” means information concerning the Comun Services or provided to you by Comun through the Comun Account or otherwise.

“Comun Services” means our Platform, along with our related websites, networks, applications, mobile applications, and other services provided by us hereunder, including (i) the secure communication of Data between and among Comun, our Affiliates, you, our Financial Service Provider, and any other Third-Party Service Providers; (ii) Card Transactions; (iii) access to any deposit product, credit product, debit card, credit card or other financial services offered by Comun or through a Financial Service Provider; and (iv) such other services as are available to you through the Comun Account from time to time. For the avoidance of doubt, Comun is a financial technology company and not a bank. Banking products and services are provided by our Financial Service Provider and are not Comun Services.

“Comun System” means a cloud-based system operated by Comun that allows you to access your Comun Account and initiate Transactions.

“Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its Affiliates, operations, employees, products or services or clients. Confidential Information shall include lists, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Platform Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Platform Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law.

“Data” means any and all non-public personal information of yours related to Transactions, such as for example, Card information, or Comun Data.

“Financial Service Provider” means a bank, financial institution, or other partner or their Affiliates that provide services directly related to one or more Comun Services.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Issuer” means a member of a Payment Network that is in the business of issuing Cards.

"Linked Account" means either any account for which you provide payment details to Comun, a Third-Party Service Provider, or Financial Service Provider, or any account linked to a Comun Account through the Platform, a Third-Party Service Provider, or a Financial Service Provider.

“MasterCard” means MasterCard International, Inc.

“Merchant” means a third party that is a merchant offering to sell you goods or provide you with services for which you wish to make a payment.

“Payment Network” means any of Visa, MasterCard or any other valid credit card, charge card or debit card accepted as a method of payment by a Merchant or through which an Issuer issues Cards.

“Person” is a natural person who is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement.

“Platform” means the web and mobile application as Comun indicates are engaged in the supply of the Comun Services.

“Product” means any product or service for sale or provided by you or for which a Financial Service Provider is used to make payment or for which Comun Services are used to assist in a payment.

“Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following activities: any act that is illegal in the United States or in the jurisdiction where the person carrying out the activity is resident, domiciled or located; bath salts and herbals; bill payment services; buyers or discount clubs; cigarettes, tobacco or e-cigarettes; gambling; credit counseling or repair agencies; credit protection or identity theft protection services; digital goods regulated as securities or derivatives and digital currencies; direct marketing or subscription offers; inbound or outbound telemarketing businesses including lead generation businesses; infomercial sales; internet, mail or telephone order pharmacies or pharmacy referral services; items that encourage, promote, facilitate or instruct others to engage in illegal activity; items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics; items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; items that promote hate, violence, racial intolerance, or the financial exploitation of a crime; items that promote, support or glorify acts of violence or harm towards self or others; legal fees including bankruptcy attorneys; live animals; medical equipment; multi-level marketing businesses (MLM); obscene or pornographic items; payment aggregators; prepaid phone cards or phone services; purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses; real estate or motor vehicles; rebate based businesses; sales of money-orders or foreign currency; up-sell merchants; using the Comun Services as a means to transfer funds between bank accounts held in the same name; using the Comun Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy; using the Comun Services in a manner that Comun or any payment card network reasonably believes to be an abuse of the payment card system or a violation of payment card network rules; using the Comun Services in any manner that could damage, disable, overburden, or impair Comun including without limitation, using the Comun Services in an automated manner; using the Comun Services in violation of the terms of this Platform Agreement, as reasonably determined by Comun; using the Comun Services that in any way assists others in violation of any law, statute or ordinance; using the Comun Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs; using the Comun Services to control an account that is linked to another account that has engaged in any of the foregoing activities; using the Comun Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about others, registered recipients, or third parties without their consent; using the Comun Services to intentionally interfere with another person’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code; using the Comun Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others; using the Comun Services to send or receive what Comun considers to be funds for something that may have resulted from fraud or other illegal behavior; using the Comun Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or weapons including replicas and collectible items; weight loss programs; wire transfer money orders.

“Rules” means the rules and regulations of Payment Networks including those of Visa (available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf) and MasterCard (available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html), as amended from time to time and published at their respective websites or otherwise made available to users.

“Third-Party Service Provider” means an Affiliate, agent, representative or other third party that assists us in providing the Comun Services to you or that provides other services related or connected to or provided through your Comun Account or the Comun Services.

“Transaction” means (i) sending or attempted sending of Data, by way of the Comun Services, between any of you, Comun and a Financial Service Provider; or (ii) a Card Transaction.

“Visa” means Visa U.S.A., Inc. or Visa International, Inc.

“your Relationship” means the Platform Agreement or other relationship between you and a Financial Service Provider or other Third-Party Service Provider that gives rise to you wishing to use the Comun Services and carry out Transactions.

“your Device” means computer system, tablet or phone used by you to manage your Data.

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