These Terms of Use (“Terms”) form a binding contract between you as a user (“you” or “your”) and CapitalJ, Inc. dba Juno (referred to as “Juno,” “us,” “our,” or “we”). These Terms apply to your use of (1) our website located at https://www.juno.finance/, and all of our other websites (collectively, the “Site”); (2) our mobile and web application(s) (collectively, the “App”); and (3) any services, content, communications, and product features relating to the Site and App (together with the Site and the App, the “Services'').

You may review Juno's Privacy Policy here: https://juno.finance/legal/privacy-policy.

You acknowledge and accept that Juno is not a bank. Juno works with regulated partners to enable banking and financial services. Juno has partnered with Jiko Group, Inc.(“JGI”) a bank holding company regulated by the Federal Reserve, to offer new treasury accounts to Juno customers. JGI has three primary operating subsidiaries: Jiko Technologies, Inc.; Jiko Bank, which is a division of Mid-Central National Bank (“MCNB”; MCNB is a wholly owned subsidiary of JGI); and Jiko Securities, Inc., a registered broker-dealer (together referred to as “Jiko and its affiliates”). Jiko’s technology sweeps customer cash and invests it into US Treasury bills. All brokerage services, US Treasury investments, and investment advisory services provided by Jiko Securities, Inc. a registered broker-dealer, member FINRA and SIPC.

By applying for or creating a Juno Treasury Account, powered by Jiko, you acknowledge receipt of and accept the Jiko’s Terms of Service (“Jiko Terms”) and Privacy Policy (“Jiko Privacy Policy) and other relevant service agreements and disclosures as published on Juno’s legal page or on Jiko’s website.

By creating an account with Juno, you acknowledge that Jiko may share your information as necessary with their affiliates and other service providers in connection with providing their respective services to you. It is your responsibility to make sure that the information you provide to Juno is accurate and complete. Additionally, you are responsible for complying with Jiko Terms when using your account. It is your responsibility to read and understand Jiko Terms as it contains terms and conditions relating to your account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions. All financial transactions are performed by Jiko and its affiliates. Juno will provide you with all access to all transaction notifications and account balances in addition to providing customer support relating to your account. You should refer to your Jiko Consumer Bank Account Agreement and Jiko Retail Brokerage & Advisory Agreement and other service agreements and disclosures as published on Juno’s legal page for more important information.

By accessing, downloading or using any of the App, Site or Services, you confirm your acceptance of these Terms and our associated Privacy Policy. You must immediately cease using the Services and write to us at [email protected] regarding the closure of your account if you do not accept any of the Terms or Modifications (as defined below).

NOTE: THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 24 and SECTION 25 BELOW BEFORE DOWNLOADING OR USING THE APP OR OUR SERVICES.

The Services may contain links to other websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including parties with which we partner (collectively, the “Third-Party Services”) for your convenience. We are not and cannot be responsible for the content, operation or use of the Third-Party Services. Your use of Third-Party Services is subject to the privacy practices and terms of use established for the Third-Party Services, and we disclaim all liability for such use. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these Third-Party Services, which you use at your own risk.

NO FINANCIAL OR INVESTMENT ADVICE: The Site is for informational purposes only. You should not construe any information on the Site or provided through the Services as legal, tax, investment, financial, or other advice. Nothing in the Site or Services constitutes professional and/or financial advice, nor does any information on the Site or Services constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Juno is not a fiduciary by virtue of any person’s use of or access to the Site or Services. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content on the Services or any Third-Party Services (as defined above) before making any decisions based on such information or other content. In exchange for using the Site and Services, you agree not to hold Juno, its affiliates or any third-party service provider liable for any possible claim for damages arising from any decision you make based on information made available to you through the Site, Services or any Third-Party Services.

The “Terms” includes this Terms of Use agreement, our Privacy Policy and other terms or agreements that will be displayed to you at the time you first register or use certain features or Services, as may be amended by us from time to time.

Please note that in the event of any conflict between these Terms of Use and the Terms of Use (Legacy), the terms set in these Terms of Use shall prevail.

The App may be available for download from one or more platforms, such as Apple iTunes or Google Play (collectively, the “App Stores”). Your download, installation, access to or use of the App is also bound by the terms and conditions and privacy policies of the applicable App Store (collectively, the “App Store Terms”). If there is any conflict between these Terms and the App Store Terms, then these Terms will prevail.

The App is independent of and is not associated, affiliated, sponsored, endorsed or in any way linked to any App Store. You and we acknowledge that these Terms are entered into between you and us only, and not with any App Store, and we, not the App Store, are solely responsible for the App and the content thereof to the extent specified in these Terms, and for addressing any claims relating to the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App. The relevant App Store, and that App Store’s subsidiaries, are third-party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. In addition, some of our Services are provided by our financial institution’s providers or payment service providers (“Service Providers”). You may be required to agree to agreements and terms and conditions of those Service Providers as a condition to using those Services.

It is the responsibility of the User to safeguard their mobile devices from loss and unauthorised access and to keep their operating systems and anti-virus/malware software current. It is also the User’s responsibility to keep their Juno mobile app up to date. Failure to keep your software and Juno app updated may cause a data breach and/or incorrect information being displayed. Keep your passwords and account information safe.

You agree that you are solely responsible for any and all activities that occur under your account whether or not the activities are authorised by you. You also agree that you will not disclose your account password or login information to anyone else. You must notify Juno immediately of any unauthorised use of your account or login information.

You may not create more than one Juno account. Registering or attempting to register for more than one account is a violation of the Terms of Use and all accounts for the User may be subject to account restriction or closure.

Juno from time to time may offer promotions, bonuses, or other incentives to its Users. You agree that your account must be in good standing in order to obtain the bonus or awards from these incentive programs. Accounts that violate this Terms of Use, and accounts that are locked, restricted, or otherwise flagged shall not receive the bonus or awards and may have the bonus or awards deducted from the User’s account.

Upon account termination, all digital assets if any, will be liquidated and the account will be closed according to the bank’s procedure.

You may reference Juno’s Password Policy here. Users are liable for loss or misinformation caused by their failure to comply with this section.

In using our services, you consent to receive account and marketing text (SMS) messages. Message and data rates may apply.

We may from time to time modify, amend or vary these Terms (collectively, the “Modifications”). Juno reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate any or all of the App or Services without prior notice. All Modifications to these Terms will be effective immediately upon publication. Modifications to functionality, account limits, promotions, and account fees are also subject to change at Juno’s sole discretion. . If you do not agree to such Modifications, you should discontinue use and uninstall the App and cease using the Services. Any dispute arising will be resolved in accordance with the Agreement in effect at the time the dispute arose. You may find the date of the last revised version by referring to the “Last updated and effective date” at the top of the current version of this Agreement.

Please check these Terms regularly to ensure you are aware of any Modifications made by us. It shall be your responsibility to check these Terms and the Privacy Policy as posted on the Site and App regularly and prior to accessing or partaking in any Services provided by Juno. Your further use of the Services after any Modifications are posted shall constitute further consent and agreement to the Terms of Use and Privacy Policy as changed or amended.

Furthermore, you acknowledge and agree that we shall determine the means, manner, and method for performing the Services. YOU AGREE THAT WE CAN SEND UPDATES TO THE APP DIRECTLY TO YOUR MOBILE DEVICE.

To be eligible to use the App and Services, you must be at least 18 years of age or the legal age of majority in your jurisdiction, and a resident in the United States and not named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. For the use of certain Services, you may be required to enter into agreements provided by those Service Providers.

You agree to provide complete and accurate information when registering to use the App and registering to become a member to use our Services and to keep that information updated. You are responsible for maintaining the confidentiality of your user name and password (“User Credentials”) and for notifying us immediately of any loss or unauthorised use of your User Credentials. You are responsible for all activities on your account whether authorised or not.

You represent that:

• You own all rights in and to any content provided by you (the “User Content”), including any information, designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials, or otherwise have (and will continue to have) the full power, title, licences, consents and authority, in and to the User Content, as necessary to legally use, publish, transfer or licence any and all rights and interests in and to such User Content;
• You will fully comply with all applicable laws and agreements which govern your use of the Services; and
• You will not use the Services in violation of any banking or anti-money laundering law or for any fraudulent or illegal activity.
  

You agree to keep your personal information current on your account to use the Services. For security concerns, Juno, its Service Providers, or third-party service providers may review your account regularly and may ask for additional information including identifying information.

At any time during the term of your use of the Services, we may require additional information from you to validate information you provided, verify your identity, and assess your financial condition and security concerns associated with your account. Our Service Providers may also contact you directly for additional information associated with your account. This additional information may include copies of government-issued identification and other identifying information. Your failure to provide this information or material may result in suspension or termination of your Juno account and use of the Services.

You authorize us to retrieve information about you from our Service Providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, wireless/cellular telephone number, financial instruments, and other data about you. You agree to cooperate and provide information or documents, at your expense, as may be reasonably requested by us to aid in the account verification process, clearing and collection process, to resolve claims by third parties, for audit purposes, to fulfil our legal and regulatory requirements, and for other purposes deemed necessary by us to protect your account. You further authorise Juno periodically, and at any time during the term of your use of the Juno Services, to obtain information about you from third parties including credit reporting agencies and information bureaus. You acknowledge that in some cases, such information may lead to changes to the account limits or features of your account, including suspension or termination of your access to the Services.

To protect us and you from loss, we may place a hold on the transfer of funds or limit your card spends, in certain situations, including if we need to confirm that you have authorised the withdrawal or if other payments to your Juno account have been subject to a reversal (for example, as a result of an ACH return). If we place a limitation on your Juno account, a transfer of funds is subject to a hold, or your account has a negative balance, you will have to reinitiate the transfer of funds once the limitation or hold has been lifted, or negative balance is fully paid off. Juno may place a hold on the transfer of funds or limit your card spends for the first 48 hours of you opening a new account. We may place a hold on the transfer of funds or lock your account if you spend more than twenty percent (20%) of your account balance on High-Risk Merchants.

We may also refuse, condition, or suspend any transactions that we believe: (i) may violate these Terms or other agreements you may have with Juno or its Service Providers; (ii) are unauthorised, fraudulent or illegal; (iii) are necessary to comply with our legal and regulatory requirements; or (iv) expose you, Juno, or others to risks unacceptable to us. We may also lock, suspend, or place a hold on your account if: (i) we believe that there may be fraudulent activities on your account; (ii) we suspect potential first party fraud; (iii) our Service Providers flags your account; (iv) if we believe it is necessary to comply with our legal and regulatory requirements; or (v) if we believe it necessary to prevent risk of loss for you or Juno. If we suspect or know that you are using or have used the Services or your account for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity or your account information with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Juno account, and transactions made through your use of the Services.

Juno is not liable to you for refusing, conditioning, or suspending any transactions or locking, suspending, or placing a hold on your account based on this Section 6.

Users hold Juno harmless against any losses or damages whether realized or unrealized, including opportunity costs as related to this section.

Digital custody and exchange services are provided through third parties. By applying for or opening a digital currency wallet on Juno, you agree to the custody and exchange agreements set forth by the third-party cryptocurrency service provider Zero Hash. Juno is not directly responsible for custody of your digital assets. Juno is not responsible for the exchange of digital assets. You should refer to your service agreements and other applicable disclosures regarding cryptocurrency services with Zero Hash as published on Juno’s legal page for more important information.

You also acknowledge and agree to Juno’s disclosures for digital assets orders.

Trading cryptocurrencies involves risk, and there is the potential of losing funds. Additionally, cryptocurrencies:

• Are not FDIC Insured, or insured by any other federal agency
• Are not deposits of or guaranteed by a bank
• May lose some or all value
• Return on investment is not guaranteed
  

The value of any capital gains related to buying and selling cryptocurrency may constitute taxable income. The custodian, in this case, Zero Hash, through Juno may issue an Internal Revenue Service Form 1099 (or other appropriate form) to you that reflects the value of the gain, if necessary. Please consult your tax advisor. Juno and its affiliates and associates do not provide tax advice.

In the event of account closure in any circumstance, regardless if closed by the account holder, Juno, or the crypto services provider, all digital assets will be liquidated with the proceeds credited to the account holder’s cash account. Users hold Juno harmless against any losses or damages whether realised or unrealized, including taxes or opportunity costs as related to this section including the liquidation of digital assets.

Any personal information that you provide through the App and the Services will be processed and shared in accordance with our Privacy Policy. Please note that we share your information with our Service Providers to enable them to provide the Services. Please also note that we may collect information regarding your computer or mobile device (“Device”), such as IP address, network provider, mobile carrier, mobile browser type, timestamp, time zone, information about the speed, bearing, orientation, and altitude of a device, or other device-identifying information. We may also collect precise geolocation data from or about your Device, which may be expressed by latitude-longitude coordinates obtained through GPS tools, WiFi data, cell tower triangulation or other techniques. Our use of such information is described in our Privacy Policy.

You are responsible at your sole cost for all equipment, data and Internet access necessary to use and access the App and the Services. You acknowledge that your agreement with your mobile network provider (“Mobile Provider”) will apply to your use of the App. You acknowledge that you may be charged by your Mobile Provider for data services while using certain features of the App or any other third-party charges as may arise and you accept sole responsibility for such charges. If you are not the bill payer for the Device being used to access the App, you will be assumed to have received permission from the bill payer for using the App. You must also ensure that your use of the App is not in violation of your mobile device agreement or any wireless data service agreement.

You acknowledge that we may need to notify users of the App about the App or the Services through the use of push notifications; we may also send users push notifications with offers and promotions about our products and services and Third-Party Services. By agreeing to these Terms, you consent to receiving such push notifications to the extent consent is required by applicable law. You can opt-out of marketing push notifications, but not transaction or administrative-related notifications relating to the Services, your account or the App. Please note that opting out of receiving push notifications may impact your use of the Services.

You understand and agree that Juno may record and monitor any telephone or electronic communications with you. Unless otherwise agreed in writing in advance, Juno does not consent to the recording of telephone conversations by you directly or indirectly.

Provided you are in compliance with these Terms, Juno hereby grants you a non-exclusive, non-transferable, revocable license to download and use the App for your personal, non-commercial use and only on an approved Apple or Android Device as permitted by the applicable App Store Terms and in accordance with these Terms (“User License”). All other rights in the App are reserved by Juno. In the event of your breach of these Terms, we will be entitled to terminate the User License immediately.

Please click on this link for a complete list of account fees and other charges that will apply to your account.

“Juno” and associated logos (collectively, the “Juno Trademarks'') are the trademarks and property of CAPITALJ, Inc. The Services, App and any content on the Services or App (“Content”) are owned by CAPITALJ, Inc. or its licensors as applicable. Other trademarks, service marks, graphics and logos used in connection with the App are the trademarks of their respective owners (collectively, the “Third-Party Trademarks''). The Juno Trademarks, Services, Content and Third-Party Trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of Juno or the applicable trademark holder. The Services and the Content are protected by copyright, trademark, patent and other intellectual property and proprietary rights, which are reserved to Juno and its licensors.

You agree not to (i) reproduce, distribute, display, perform the App, Services or any of the Content except for the limited right to access and view the App, Services and Content on your Device for your own personal purposes in accordance with these Terms; (ii) modify, adapt or translate the App, Services or Content, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the App or Services; (ii) remove any copyright notice, trademark, legend, logo or product identification from the App, Services or Content; (iii) modify, translate or prepare derivative works of the App, Services or Content, or any portion thereof; (iv) make any commercial use of the App, Services or Content; or (v) rent, lease, distribute or lend the App, Services or Content to third parties.

You further agree not to:

• Publish and/or make any use of the App, Services or Content on any website, media, network or system other than those provided by us, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Services or Content (or any part thereof);
• Use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or any of its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;
• Purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use our name or the Juno Trademarks and/or variations and misspellings thereof;
• Impersonate any person or entity or provide false information on the Services, whether directly or indirectly, or otherwise disguise your identity or the origin of any message or transmittal you send to us and/or any of our other visitors or users;
• Falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that we or any third party endorses you, or any statement you make;
• Reverse look-up, trace, or seek to trace another user of the Services, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent;
• Disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services or the account of another user or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
• Probe, scan, or test the vulnerability of the Services or any network connected to the Services;
• Upload to the Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
• Take any action that may impose an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; or
• Use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.
• The use of a Virtual Private Network (VPN) is prohibited. Juno may however at its sole discretion permit the use of VPN’s on a case by case basis.
• The use of Voice Over Internet Protocol (VoIP) computers or devices is prohibited. Juno may however at its sole discretion permit the use of VoIP on a case by case basis.
  

The Services may contain features that allow you to post or provide comments, photos, videos or other User Content. You retain the right to your User Content. However, you grant to Juno the worldwide, perpetual, irrevocable, fully transferable, fully-paid up and royalty-free right and license to use the User Content for any purposes, including without limitation, to reproduce, distribute, publish, modify, publicly display, publicly perform, make derivative works, and for any and all commercial purposes, and in any and all media and formats, whether now known or hereafter created. Please note that User Content may be made publicly available to other users or to the public at large and so you should not disclose any content that you do not wish to be made public.

You agree not to use the App or Services in any way, provide User Content or engage in any conduct that:

• Is unlawful, illegal or unauthorized;
• Is defamatory of any other person;
• Is obscene, sexually explicit or offensive;
• Advertises or promotes any other product or business;
• Is likely to harass, upset, embarrass, alarm or annoy any other person;
• Is likely to disrupt our Services in any way;
• Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• Infringes any copyright, trademark, trade secret, or other proprietary right of any other person; or
• Advocates, promotes or assists any violence or any unlawful act.
• Business use of the Juno App or Services including deposits derived from business activities is strictly prohibited.

Juno has the right to restrict the transfer of funds, suspend your account, or require pre-approval for certain merchant types (“High Risk Merchants”) including merchants dealing or doing business in/with the following categories:

• Drugs, proprietaries & sundries;
• Cigars or tobacco;
• Video tape rental stores or adult content;
• Betting and casino gambling, online casino, lottery, or wagers;
• Money transfer, wire transfers;
• Quasi-cash, currency, cryptocurrency, money orders, travellers cheque but also includes debt repayment, loan payment, lease payment, mortgage companies (not money transfer, non-financial institution; and
• Dating services, or miscellaneous personal services.

Juno has the right to cancel or restrict the transfer of funds or suspend your account for accessing Juno or transferring funds to merchants in a Prohibited Location. For purposes of these Terms, a “Prohibited Location” means any state, country, territory or other jurisdiction:

• that at any given time is subject to broad‐based, geographically oriented sanctions by the United Nations, the Monetary Authority of Singapore, or OFAC, or is identified as a “call to action” jurisdiction on the Financial Action Task Force’s list of “high‐risk and other monitored jurisdictions”;
• where your use of the Services would be illegal or otherwise violate any applicable law; or
• that Juno determines in its sole discretion is ineligible for access to and use of the Services.

Without limiting the previous paragraph, all countries mentioned in Juno’s Prohibited Locations list are considered as “Prohibited Locations”.

We reserve the right, but do not have the obligation, at our sole discretion, to edit, delete, remove or block any User Content that violates these Terms, including without limitation Section 15. In addition, we reserve the right at our sole discretion to terminate any user’s access to the App and Services if they violate this Section 15 or any other provision of these Terms.

You agree to defend, indemnify, and hold harmless Juno, and its parent company, affiliates, officers, directors, employees, and agents (collectively, the “Indemnitees”) against any lawsuit, liability, injuries, damages or expense (including attorney’s fees) arising from your use of the Services, User Content or breach of these Terms or any representation and warranty contained herein. The Indemnitees reserve the right to control the defence and settlement of any third-party claim for which you indemnify Indemnitees under these Terms and you will assist us in exercising such rights.

We provide the Services and Content on an ‘as is’ and ‘as available’ basis without any promises or representations, express or implied. In particular, Juno does not warrant or make any representation regarding the validity, accuracy, reliability, or availability of the App or its content. To the fullest extent permitted by applicable law, Juno hereby excludes (i) all warranties, whether express or implied, including any warranties of merchantability, fitness for a particular use, (ii) that the App or Services are of satisfactory quality, non-infringing, that the App is free of defects or is able to operate on an uninterrupted basis, (iii) that the use of the App or Services by you is in compliance with laws, or (iv) that any information that you transmit in connection with the App or Services will be successfully, accurately or securely transmitted.

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER JUNO NOR ANY OF THE INDEMNITEES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO (1) THE APP OR SERVICES, AND/OR ANY THIRD-PARTY SERVICES; (2) MISTAKES, OR INACCURACIES OF OR IN ANY CONTENT; (3) ANY PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO YOUR USE OF THE SERVICES; (4) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR ANY OTHER INFORMATION STORED THEREIN; (5) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (6) THE USE OR DISPLAY OF ANY CONTENT OR USER CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES; OR (7) EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING ANY INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EARTHQUAKES, PANDEMICS, EXPLOSIONS, ACTS OF GOD, WAR, TERRORISM, GOVERNMENTAL ACTIONS, ORDERS OF COURTS, AGENCIES OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THE APP OR SERVICES IS TO STOP USING THE APP OR SERVICES, AS APPLICABLE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

In the event that applicable law does not allow the disclaimer of certain warranties and/or the limitation of liability for direct, indirect, consequential or other damages, in no event shall Indemnitees’ liability arising under or in connection with these Terms and your use of the App or Services exceed $100.

Juno shall not be responsible and liable for damages and failure in performance or interruption of Services as provided under these Terms which result or are caused directly or indirectly due to fires; strikes, civil disturbances; floods; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; telecommunications, computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures, interruptions, accidents or occurrences that cannot reasonably be foreseen and that are beyond the reasonable control of Juno (“Force Majeure Events”).

In the occurrence of any Force Majeure Event, Juno will be excused from any and all performance obligations as under these Terms of Use.

These Terms shall be governed by the laws of the State of California, without regard to its choice of law principles. In the event arbitration does not apply, we and you irrevocably submit to the jurisdiction of the state and federal courts of City and County of San Francisco, California with regard to any dispute arising out of or relating to these Terms or the Services.

We want to address your concerns without needing a formal legal case. Before filing a claim against Juno, you agree to try to resolve the dispute informally by contacting [email protected]. We will try to resolve the dispute informally by contacting you through email.

You and we agree that any dispute, claim or controversy between you and us arising in connection with or relating in any way to these Terms or the Services will be determined by mandatory binding individual (not class) arbitration. You and Juno further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this dispute resolution provision or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This dispute resolution provision will survive termination of these Terms.

You and Juno both agree that nothing in this dispute resolution provision will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court, or (2) bring an individual action seeking only temporary or preliminary individualised injunctive relief in a court of law, including to stop unauthorised use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. In addition, this provision does not stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

NO CLASS ACTIONS: YOU MAY ONLY RESOLVE DISPUTES OR CLAIMS WITH JUNO ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS. Unless both you and Juno agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Either you or we may start arbitration proceedings. Any arbitration between you and Juno will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and Juno agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at https://adr.org/, or you may call the AAA at 1-800-778-7879.

Any arbitration hearing will take place in either the City of San Francisco or the U.S. county of your residence address (if you do not live in the U.S., then the location will be San Francisco), provided that if the claim is for US $25,000 or less, you or Juno may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the city of San Francisco or the county of your billing address.

The parties agree that all costs associated with the arbitration, including filing fees, administrative fees, and arbitrator's fees, shall be equally divided between the parties. Each party shall bear its own legal and other professional fees incurred in connection with the arbitration.

Regardless of the manner in which the arbitration is conducted, the arbitrator shall 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.

If this dispute resolution provision is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 23 shall govern any claim in court arising out of or related to the Agreement.

These Terms are effective unless and until terminated by either you or Juno. You may terminate these Terms at any time, provided that you discontinue any further use of the App and associated Services. We also may terminate or suspend these Terms, at any time, without notice and accordingly deny you access to the App and associated Services, for any reason, including without limitation, if at our sole discretion you fail to comply with any provision of these Terms or your use is harmful to the interests of another user of the App. Juno or its banking partners at their sole discretion may immediately terminate your account or debit card for suspicious or irregular activity, having a negative balance, or the inability to secure your card or access device. You hold Juno and its banking partners harmless in the termination of your account under this section. Upon any termination of the Terms by either you or us, you must promptly uninstall the App and cease using the Services.

In certain cases, you may not terminate your account with Juno, including:

• To evade an investigation.
• If you have a pending transaction or an open dispute or claim.
• If your Juno account has a negative balance.
• If your Juno account is subject to a hold, limitation or reserve.

Juno, in its sole discretion, reserves the right to suspend or terminate your account, these Terms, your access to or use of the Services for any reason and at any time upon notice to you and, upon termination of these Terms, the payment to you of any unrestricted funds held in your account.

If your account or any Services or Third-Party Services related to your account are cancelled, such cancellation may cause or result in the loss of certain content, features, or capacity of your account, including any User Content, visitor or user data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (collectively, “Capacity Loss”). We shall have no liability or responsibility for any Capacity Loss.

Sections 5 through 25 and any claim for breach of these Terms shall survive termination of these Terms.

We respect the intellectual property rights of others and require that users of our App and Services do the same. In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is: 1390 Market Street, Suite 200, San Francisco, 94102, USA.

To be sure the matter is handled immediately, your written notice must:

• Contain your physical or electronic signature;
• Identify the copyrighted work or other intellectual property alleged to have been infringed;
• Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
• Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
• Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
• Contain a statement that the information in the written notice is accurate; and
• Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Designated Agent will be unable to address the listed concern.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our Designated Agent with a written counter-notification that includes the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

We reserve the right, in our sole discretion, to terminate the account or access of any user of the App and Services who is the subject of repeated DMCA or other infringement notifications.

If you receive notice of any claim from a third-party regarding the Service, you shall promptly provide us with a written notice of it. You agree that you must commence any arbitration or legal action relating to any claim arising out of the Services or these Terms within one (1) year after such claim arose, or such claim will be forever barred.

Please be aware that certain individuals might approach you, by falsely presenting themselves as our employees, agents, representatives, or even by counterfeiting our website. Under this false pretence, they might try to gain access to your personal information or to acquire money or other valuables from you by claiming that they are contacting you on our behalf. Only transact from our official website: https://juno.finance. In addition, Juno will never contact you asking for your password, or one time password (OTP). If you do not transact from our official site or app, or should you disclose your password or OTP, you may be liable for unauthorised transactions.

User grants Juno the right to sell, liquidate, convert, change custodians, or transfer digital assets on User’s behalf if in event that in Juno’s sole discretion, that exercising such right helps to preserve or safeguard the digital assets in the User’s account. Digital assets which are sold, liquidated, or converted will be settled in US dollars and credited to the User’s cash account that they maintain with Juno. Digital assets which are transferred shall be moved to a beneficiary wallet for the benefit of (FBO) the User. Whether caused by action or inaction, User holds Juno harmless against any losses or damages whether realised or unrealised, including opportunity costs as related to this section unless caused by gross negligence or wilful misconduct by Juno.

In the event that a change to our Terms of Use will result in a “material change”, we will make an effort to notify you of the necessary change. Changes to account limits and functionality are risk based, and is not considered material under this section. It should be noted that this list is not exhaustive and additional factors may also be considered immaterial. We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up within the applicable Site, App or elsewhere; (2) by email, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.

These Terms, including the Privacy Policy and other policies incorporated herein, constitute the entire and only agreement between you and Juno with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms may not be changed, waived or modified except by Juno as provided herein or otherwise by written instrument signed by Juno. Neither these Terms nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Juno’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Juno may assign, transfer or delegate this or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

If you have any questions regarding our App or Services, you can email us at [email protected].