TERMS OF SERVICE

Effective Date: May 1, 2016
Acceptance of Terms

Welcome to ROSCA Finance (roscafinance.com), owned and operated by ROSCA Finance, Inc. (“ROSCA”). In these Terms, “you” and “your” refer to the individual that uses the Service. “We”, “us”, or “our” also refer to ROSCA.

ROSCA provides an online platform, process and service that allows users to connect directly with each other to share money among themselves (the “Service”). By using the Service, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”) whether or not you become a registered user of the Service. These Terms govern your access to and use of the Service and constitute a binding legal agreement between you and ROSCA. Please read carefully these Terms, and our Privacy Policy (at roscafinance.com/privacy and incorporated herein by this reference). If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Service.

YOU UNDERSTAND AND AGREE THAT ROSCA IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN USERS, AND THAT ROSCA IS NOT A BANK, A MONEY SERVICES BUSINESS, A MONEY TRASMITTER, OR AN ISSUER OF STORED VALUE PRODUCTS. ROSCA AND THE SERVICE ENABLE USERS TO COMMUNICATE DIRECTLY AND TO SHARE FUNDS AMONG THEMSELVES. ROSCA HAS NO CONTROL OVER THE CONDUCT OF USERS OF THE SERVICE, ANY INFORMATION EXCHANGED BETWEEN USERS, OR ANY SHARING DECISIONS BY OR AMONG USERS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

ROSCA DOES NOT REVIEW, ENDORSE, RECOMMEND, VERIFY OR EVALUATE, OR OTHERWISE PROVIDE ANY WARRANTY OR GUARANTEE WITH RESPECT TO ANY USER, USER CONTENT, OR USER CIRCLE. IT IS THE SOLE RESPONSIBILITY OF USERS TO INVESTIGATE THE INFORMATION AVAILABLE ABOUT ANOTHER USER OR A CIRCLE.

Definitions

“Circle” means two or more Users who form a group to use the Service to share funds between and among all Users in the same group.

“Content” means text, graphics, images, music, software, audio, video, information or other materials.

“User” means a person who successfully completes ROSCA’s registration process and receives a ROSCA Rating. .

How to Join the Service

The Service consists of an online platform, process and service that allows Users to participate in one or more Circles within which they can share money with other Users in that Circle. To become a User and access the Service, you must: (a) successfully complete the online registration process at roscafinance.com, (b) agree to our review of your financial information so that we can assign your tiered participation level (your “ROSCA Rating”), and (c) connect your personal bank or other financial account to the Service.

Your application includes your authorization of and consent to ROSCA’s investigation of you and your credit history at registration and from time to time thereafter, specifically including but not limited to making inquiries to credit reporting agencies or credit grantors, so that ROSCA may provide you the Services and assign you a ROSCA Rating. [ROSCA Ratings will be tiered to place Users into Bronze, Silver, Gold, Platinum, or Diamond levels, with Diamond the highest level.] After successful registration and creation of a ROSCA Rating, Users will be able to create or participate in Circles. You may be allowed to view some Content without registration; however, if you wish to fully access the Service, you must first successfully register and become a User.

How the Service Works

Money is shared by and between all Users who have joined a Circle. Within a Circle, every member contributes the same amount in installments over the life-time of the Circle, and every member of a Circle withdraws about the same amount but at different times – with members withdrawing later receiving more than members withdrawing earlier. The installment payments increaseover the life-time of the Circle, and all installment payments are distributed to one member of the Circleat the same time that the installment payments are made (less ROSCA’s Service Fee).

The following illustrative example shows how ROSCA Sharing works. Sharing within a Circle happens according to a User’s selected “Position” in the Circle - which is the time when each User will receive their payment from the Circle. For instance, a Circle with 12 members and Postions, and with a 12-month life-time, each member will contribute $100 in the first period rising by $1 in each subsequent period for a total of 12 months. So each member will contribute $100 in month 1, $101 in month 2, $102 in month 3, and so on until they contiribute $111 in month 12. The total amount contributed by each member over the 12 month period would be $1,266. The member who elects to receive the money in the first Position would then receive $1,200 (less the Service Fee), which is equal to all of the month 1 contributions by all Circle members. The member in the second Position would receive $1,212 (less the Service Fee), which is equal to all of the month 2 contributions of $101 per member. This process repeats itself for members of this circle every period. The member in the 12th position, would receive $1,332 (less the Service Fee). Therefore, Users who select early Positions in a Circle will receive less than their total contributions to the Circle but will be able to receive and use their distribution soonest; Users who select middle Positions will receive about the same as their contributions but receive and use their distribution beforecompleting their contributions; and Users who select the later Positions will receive more than their total contributions.

Circles may be formed by any User. A User forming a Circle determines the four key characteristics of the Circle: (1) the amount to be shared by each User who joins the Circle in total; (2) how long the Circle will go on (it’s life-time); (3) how many Users and Positions there are in the Circle (one Position per User); and (4) the minimum ROSCA Rating of the Users that can join. A Circle has a ROSCA Rating just like a User; the ROSCA Rating of a Circle will be selected by the User forming the Circle and it can be equal to the Rosca Rating of the User forming the Circle or a lower ROSCA Rating if the User forming the Circle elects that option.

Any User may join any Circle with open Positions if they have a ROSCA Rating at or above the Circle’s ROSCA Rating. ROSCA will also assign each User a maximum amount they can commit to in their Circles based on their ROSCA Rating (their “Credit Limit”). A User’s Credit Limit may change frequently based on numerous factors.

Failure to contribute funds to a Circle at the time and in the amounts that a User agreed to do will subject a User to limited or restricted access to the Service, including preclusion of joining more Circles or receiving shared funds distributions from any Circles that User has previously joined. A User’s failure to meet his or her Circle contribution commitments for more than ten (10) days past the original due date will entitle the Service to withdraw the full amounts owed directly from the User’s connected bank account. Failure to repay may also be reported to credit agencies and impact your credit rating with established credit bureaus.

Service Fees

In exchange for providing the Service, ROSCA receives from each User receiving shared funds from a Circle a fee (the “Service Fee”) equal to a set percentage of the shared amount. The exact Service Fee amount will be set for each Circle upon creation, and will range from 1% to 3% of the shared funds. Service Fees will be deducted from funds at the time that they transmitted to the User. After deducting the applicable Service Fee, ROSCA will remit the balance of the shared funds to the User via its third party provider www.synapsefi.com or such other payment methods as may be listed on the Service, in U.S. dollars. Except as otherwise provided herein, Service Fees are non-refundable.

Financial Terms Information

By entering into these Terms, you also agree to the terms and conditions of SynapseFi, our banking software and payment processing provider which can be found here [https://SynapseFi.com/legal ] and are incorporated by this reference.

By entering these Terms, you are also authorizing ROSCA (or its third party payment processor) to debit the bank account you associated with your User Account for all amounts that you agree to contribute to a Circle, and to withdraw any Service Fees. Your funds are held at a bank account in your name at SynapseFi's partner Triumph Bank and are FDIC insured up to $250,000. Fund transfers are done electronically and may occur immediately after being authorized (or when a User because in default of a contribution that is due). In order to become a User and participate in Circles, you understand and agree that ROSCA reserves the right, in its sole discretion, to obtain a pre-authorization of your banking account in order to verify your account and relevant account balance. Please note that ROSCA cannot control any fees that may be charged to a User by his or her bank related to transfers or otherwise, and ROSCA disclaims all liability in this regard. Currently, all bank communications and transfers are stored at SynapseFi.com using application level Advanced Encryption Standard (AES) 128-bit encryptionover secure HTTPS connections. ROSCA’s internal servers are unable to view or obtain plaintext bank account numbers.

You authorize ROSCA to make deposits or withdrawals for any transaction in your Circles from your linked bank account, either directly by ROSCA or indirectly, via a third party online payment processor or by one of the payment methods described on the Service. You also authorize ROSCA to deduce any Service Fees. If you are directed to ROSCA’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the Service.

Taxes

You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. ROSCA cannot and does not offer Tax-related advice to any User. “Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and Service taxes (GST) and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.

Eligibility; Account Information

The Service are intended solely for persons who are 18 or older and you are legally able to enter into a contract. By accessing or using the Service you represent and warrant that (i) you agree to be bound by these Terms and (ii) that you are not legally prohibited from receiving or using the Service under the laws of the country in which you access or use the Service.

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ROSCA reserves the right to suspend or terminate your account and your access to the Service if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party. You will immediately notify ROSCA of any unauthorized use of your User Account. ROSCA assumes no responsibility for User Content, User account information, or for any User’s compliance with any applicable laws, rules and regulations.

No Endorsement
ROSCA’s role is solely to facilitate the availability of the Service and to provide support related thereto. ROSCA does not provide and is not responsible for User Content or Circles. ROSCA does not verify Users’ information, review or approve Circles, participate in Circles, or provide any promises, warranties or guarantees regarding Circles. You acknowledge that ROSCA will not be liable for any loss or damage related to your participation in any Circle. ROSCA does not refer or endorse or recommend particular Users or Circles. You acknowledge and agree that you, if a Listener, are responsible for your own acts and omissions.
User Affirmations, Conduct and Use

By submitting the User registration form, you represent, warrant and agree to the following:

  • You are at least 18 years of age, are authorized to submit a User registration, and are authorized to sign your User registration form.

  • You are solely and fully liable for all Content, conduct, postings and transmissions that are made under your user name and password.

  • You either are the sole and exclusive owner of all User Content that you make available through the Service or you have all rights, licenses, consents and releases that are necessary to grant to ROSCA the rights in such User Content, as contemplated under these Terms.

  • You are solely responsible for reviewing, evaluating, and participation in any Circle.

  • ROSCA is not involved in any transactions between Users or Circles.

  • You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Service and Content.

  • Neither your User Content, nor your posting, uploading, publication, submission or transmittal of the User Content or ROSCA’s use of the User Content (or any portion thereof) on, through or by means of the Service, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

By using the Service, you represent, warrant and agree that you will not:

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations.

  • use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other Service contained in the Service or Content.

  • use the Service for any commercial or other purposes that are not expressly permitted by these Terms.

  • copy, store or otherwise access any information contained on the Service or Content for purposes not expressly permitted by these Terms.

  • interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

    • use the Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information, or credit, debit, calling card or bank account numbers.

    • use the Service in connection with the distribution of unsolicited commercial email ("spam") or advertisements.

    • "stalk" or harass any other User of the Service or collect or store any personally identifiable information about any other User other than for purposes of using the Service at intended.

    • recruit or otherwise solicit any other User to join third party services or websites that are competitive to ROSCA, without ROSCA’s prior written approval.

    • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.

    • use automated scripts to collect information or otherwise interact with the Service.

    • post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.

    • systematically retrieve data or other content from our Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.

    • use, display, mirror or frame the Service, ROSCA’s name, any ROSCA trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without ROSCA’s express written consent.

    • access, tamper with, or use non-public areas of the Service, ROSCA’s computer systems, or the technical delivery systems of the Service or any third-party provider system.

    • attempt to probe, scan, or test the vulnerability of any ROSCA system or network or breach any security or authentication measures.

    • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ROSCA or any of ROSCA’s providers or any other third party (including another user) to protect the Service or Collective Content.

    • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service or Collective Content to send altered, deceptive or false source-identifying information.

    • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or Collective Content.

    • advocate, encourage, or assist any third party in doing any of the foregoing.

ROSCA has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ROSCA may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that ROSCA has no obligation to monitor your access to or use of the Service or Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Ownership
The Service is licensed and not sold. The Service and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Service and Collective Content, including all associated intellectual property rights, are the exclusive property of ROSCA and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Collective Content. All trademarks, service marks, logos, trade names and any other proprietary designations of ROSCA used herein are trademarks or registered trademarks of ROSCA. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
License to the Service

Subject to your compliance with these Terms, ROSCA grants you a limited, personal, non-exclusive, revocable, non-transferable license, to (i) electronically access and use the Service solely for your personal and non-commercial purposes and (ii) access and view any User Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Service or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ROSCA or its licensors, except for the licenses and rights expressly granted in these Terms.

License Grant to ROSCA

By making available any User Content on or through the Service, you hereby grant to ROSCA a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise fully exploit such User Content on, through, or by means of the Service as currently exist or may be developed in the future. ROSCA does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

Links

The Service may contain links to third-party websites or resources. You acknowledge and agree that ROSCA is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or Service on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ROSCA of such websites or resources or the content, products, or Service available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or Service on or available from such websites or resources.

Advertisements

ROSCA may include advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals on the Service. By clicking on the advertisements, the User may be shifted to a Web site of the advertiser or receive other messages, information, or offers from the advertiser. Users acknowledge and agree that ROSCA is not liable for the privacy practices of advertisers or the content of their Web sites, information, messages or offers. Users are wholly liable for all communications with advertisers and for all transactions subsequently executed.

Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website location are covered by a single notification, a representative list of such works at that website;

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

ROSCA's designated Copyright Agent to receive notifications of claimed infringement is ROSCA Finance, Inc., email: support@roscafinance.com, address: 475 Wall Street #228, Princeton, NJ 08540. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.

Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

  • Your physical or electronic signature;

  • Identification of the User Submission that has been removed or to which access has been disabled and the location at which the User Submission appeared before it was removed or disabled;

  • A statement that you have a good faith belief that the User Submission was removed or disabled as a result of mistake or a misidentification of the User Submission; and

  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, ROSCA may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at ROSCA's sole discretion.

Termination and User Account Deactivation

We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time: (a) terminate these Terms or your access to our Service, and (b) deactivate or cancel your User account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event ROSCA terminates these Terms, or your access to our Service or deactivates or cancels your User account you will remain liable for all amounts due hereunder. You may cancel your User account at any time by contacting ROSCA. Please note that if your User account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Service, including, but not limited to, any reviews or feedback.

Disclaimers

IF YOU CHOOSE TO USE THE SERVICE, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ROSCA DOES NOT REVIEW, ENDORSE, RECOMMEND, VERIFY, EVALUATE, WARRANT OR GUARANTEE ANY STATEMENT, OPINION, RESPONSE, ADVICE, PREDICTION, RECOMMENDATION, INFORMATION OR CONTENT PROVIDED BY ANY USER. NOTHING CONTAINED IN THESE TERMS SHALL BE CONSIDERED AS A REFERRAL, ENDORSEMENT, RECOMMENDATION, VERIFICATION, WARRANTY OR GUARANTEE WITH RESPECT TO (A) ANY USER; (B) ANY CIRCLE; OR (C) THE VALIDITY, ACCURACY, AVAILABILITY, COMPLETENESS, SAFETY, LEGALITY, QUALITY OR APPLICABILITY OF ANY CIRCLE, CONTENT OR ANYTHING OTHERWISE CONTAINED IN OR MADE AVAILABLE ON THE SERVICE OR ANY OTHER FORUM.

THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ROSCA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ROSCA MAKES NO WARRANTY THAT THE SERVICE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ROSCA MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICE OR COLLECTIVE CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SERVICE.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU INTERACT OR COMMUNICATE WITH AS A RESULT OF YOUR USE OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY AND HOLD ROSCA HARMLESS IN CONNECTION WITH ANY CLAIM AND ANY DAMAGES OR EXPENSES ARISING FROM YOUR USE OF THE SERVICE.

ROSCA WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN USERS PARTICIPATING IN A CIRCLE. USERS WILL BE SOLELY RESPONSIBLE FOR ANY CIRCLES JOINED OR AGREEMENTS MADE WITH ANOTHER USER.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT, OR CIRCLE REMAINS WITH YOU. NEITHER ROSCA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERYING THE SERVICE OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT, FROM PARTICIPATION IN ANY CIRCLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROSCA HAS BEEN INFORMED OF THE POSSBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL ROSCA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, FROM A CIRCLE, ANY CONTENT, OR ANY INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNTS YOU HAVE PAID TO ROSCA AS SERVICE FEES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ROSCA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to release, defend, indemnify, and hold ROSCA and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Service, Circle, or Content; (b) your violation of these Terms; (c) your User Content; (d) your (i) interaction with any User, (ii) reliance on any information exchanged via the Service, or (iii) creation of a Profile; (e) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (f) any claim that you or your Content caused damage to a third party. ROSCA shall have the right to control all defense and settlement activities.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without ROSCA’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ROSCA may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by ROSCA (i) via email (in each case to the email address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction

You agree that (i) the Service shall be deemed solely based in California, and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over ROSCA, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution Provision below.

YOU AND ROSCA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE OR COLLECTIVE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND WAIVED.

Severability
These Terms are intended to govern the agreement between ROSCA and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
Dispute Resolution Provision

You and ROSCA agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Service (collectively, “Disputes”) will be settled by binding arbitration; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

You acknowledge and agree that you and ROSCA are each waiving the right to a trial by jury or to participate as a plaintiff or class User in any purported class action or representative proceeding. Further, unless both you and ROSCA otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents atwww.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and ROSCA otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $5,000, then the arbitration will be conducted solely on the basis of documents you and ROSCA submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $5,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $5,000, ROSCA will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

No Class Action. YOU AND ROSCA 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 we 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.

Changes. Notwithstanding the provisions of the “Modification” section above, if ROSCA amends this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms) you will be notified in accordance with these Terms. You may reject any such change by sending us written notice (including by email to support@ROSCAapp.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of ROSCA’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ROSCA in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Enforceability. If the “No Class Action” section of this Dispute Resolution Provision is found to be unenforceable, or if the entire Dispute Resolution Provision is found to be unenforceable, then the entirety of the entirety of the Dispute Resolution Provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.

International Users

ROSCA makes no claim that the Service, Circles, or Content are appropriate or may be accessed, used or downloaded outside the United States. If you access the Service, Circles or Content from a location outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content.

Feedback and Reporting Misconduct

We welcome and encourage you to provide feedback, comments and suggestions (collectively “Feedback”) for improvements to the Site, Application and Service. You may submit feedback by emailing us at support@roscafinance.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of ROSCA and you hereby irrevocably assign to ROSCA and agree to irrevocably assign to ROSCA all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At ROSCA’s request and expense, you will execute documents and take such further acts as ROSCA may reasonably request to assist ROSCA to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

If you feel any User is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you agree to immediately report such person to the appropriate authorities and to ROSCA.

General

The failure of ROSCA to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ROSCA. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Certain parts of the Service may have different or additional terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted for a specific part of the Service, the latter terms and conditions will take precedence.

Notice to California Residents.

If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

Modification

ROSCA reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Service or to modify these Terms, including any Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application; however, we reserve the right to make any such changes effective immediately to maintain the security of our Service of to comply with any laws or regulations. We will update the “Last Updated Date” at the top of these Terms.

Modifications to these Terms shall automatically be effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing User thirty (30) days after notice to the User is provided via email from support@roscafinance.com to your email address on file with ROSCA. You agree to keep your email address on file with ROSCA up-to-date. By continuing to access or use the Service after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Service.

Digital Banking
By using our services, you authorize Rosca Finance, Inc. to hold your deposits for your benefit at Evolve Bank & Trust, Member FDIC, in an account (“FBO Account”). For purposes of applicable FDIC deposit insurance limitations, please note that deposits in Evolve Bank & Trust FBO Account may not be separately insured from any other deposit accounts you may have with Evolve Bank & Trust."
Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between ROSCA and you regarding the Service, Collective Content and any Calls or Profiles made via the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ROSCA and you regarding the same.