Legal

Terms of Service

MONORAIL TERMS OF USE

Effective Date / Date of Last Revision: October 24, 2023

IMPORTANT DISCLAIMER: By accessing the Monorail website and/or application (collectively, the “App”), you agree to be bound by these Terms of Use, our Privacy Policy, and other policies and procedures posted on the App.

Neither Monorail nor any directors, officers, employees, representatives, or agents of Monorail or its respective parent company and affiliates and their respective directors, officers, employees, representatives or agents (“Affiliates”) endorses any of the opportunities that appear on the App or makes any recommendations regarding the appropriateness of particular opportunities for any potential investor. Use of the App does not constitute an offer by Monorail or its Affiliates (or any sponsor of offerings on the App) to sell, solicit, or make an offer to buy any securities. Neither Monorail nor its Affiliates give or offer business advice, tax advice, or legal advice to anyone using the App or the services available through the App. Monorail is not a registered broker-dealer, investment advisor, or crowdfunding portal, internet site operator, internet site portal, or similar investment services or hosting portal, and does not engage in any conduct requiring such registrations with the U.S. Securities & Exchange Commission (“SEC”) or similar state-based agency. Investment advising services, where applicable, will be provided by Monorail Securities LLC, an investment advisor registered with the SEC.

All prospective investors must acknowledge that they have received and read all investment materials. The securities offerings posted on the App are speculative. Investments posted on the App are NOT insured by the FDIC or by any other Federal Government Agency or state agency, are NOT Bank deposits, and are NOT guaranteed by Monorail or its Affiliates. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the App. Neither Monorail nor any of its Affiliates shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein or in the valuation of any securities.

Prior results are not indicative of future performance and “forward looking statements” may be published on the App; actual results of investments may vary materially. All investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Any financial projections or returns shown on the App are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees, and expenses. All terms for any particular offering of securities accessible to registered user of the App remain entirely subject to the actual offering and disclosure documents. Each offering on the App contains its own set of risk factors, which any potential investor in such offering must read, acknowledge, and understand prior to subscribing for an investment in such offering. This disclaimer should not be read in place of those risk factors or any other component of an offering posted on the App.

Users of the App are encouraged to consult with a professional (e.g., an attorney, advisor, or accountant) to conduct their own research and due diligence. We recommend that you re-visit this Disclaimer and our other policies on occasion to learn of any changes.

1. WHO WE ARE.

Monorail Financial, LLC, is a Florida limited liability company doing business as Monorail (“Monorail,” “we,” “our” or “us”) has developed and offers proprietary investment tools and accounts made available via downloadable app and Monorail’s website, https://monorail.com (collectively referred to as the “App”). Through the App, we provide information and tools for financial planning, investing, stock trading, savings tracks, charitable donations, and cash back rewards (“Services”). When providing our App and Services, we collect data from our App users.

2. THESE TERMS FORM A BINDING LEGAL AGREEMENT.

These Terms of Use ("Terms of Use"), along with our Privacy Policy (“Privacy Policy”) constitute a legally binding agreement between you and Monorail. Please read the Terms of Use and Privacy Policy carefully. Your access to and use of our App and Services is subject to these Terms of Use, the Privacy Policy and all applicable laws. By accessing and using our App and our Services in any manner, you agree to be bound by these Terms of Use. If you do not agree to adhere to these Terms of Use or the Privacy Policy, then you may not use our App or Services.

We reserve the right to change these Terms of Use and our Privacy Policy. We may also change, suspend, or end access to all or any part of the App and Services at any time, in our sole discretion.

3. YOUR REPRESENTATIONS.

BY USING AND/OR ACCESSING ANY PART OF OUR APP OR SERVICES, YOU UNCONDITIONALLY AND EXPRESSLY ACKNOWLEDGE, REPRESENT AND AGREE THAT YOU: (A) ARE OVER 18 YEARS OF AGE; (B) HAVE CAPACITY TO ENTER INTO LEGALLY BINDING CONTRACTS; (C) ARE A RESIDENT OF THE UNITED STATES; (D) HAVE READ AND UNDERSTAND THESE TERMS OF USE AND THE PRIVACY POLICY; (E) UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY; AND (F) WILL COMPLY WITH THESE TERMS OF USE, THE PRIVACY POLICY AND ANY APPLICABLE LAWS AND REGULATIONS.

4. LICENSE TO USE THE APP AND SERVICES.

Subject to these Terms of Use and the Privacy Policy, Monorail grants you a limited, non-transferable license to access and use the functionality, features, content and information provided through our App and/or Services for the purposes of obtaining financial planning information and using our Services. You may not use the App or Services for any other purpose without first obtaining written permission from Monorail.

5. SECURITY AND AVAILABILITY.

YOU UNDERSTAND THAT MONORAIL CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE APP OR SERVICES WILL BE 100% SECURE OR AVAILABLE. PUBLIC NETWORKS, SUCH AS THE INTERNET, AND PRIVATE APPLICATIONS AND SYSTEMS, OCCASIONALLY EXPERIENCE DISRUPTIONS, OUTAGES AND INTERFERENCE BY THIRD PARTIES. MONORAIL AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY FROM DAMAGES RESULTING FROM SUCH PROBLEMS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT AND FOR MAINTAINING A MEANS EXTERNAL TO THE APP FOR ANY RECONSTRUCTION OF ANY LOST DATA.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL USES OF THE APP AND THE GOODS AND SERVICES THAT RESULT FROM ACCESS TO THE APP BY YOURSELF OR OTHERS TO WHOM YOU HAVE PROVIDED ACCESS, DIRECTLY OR INDIRECTLY, WHETHER SUCH ACCESS OR USE IS PERMITTED BY OR IN VIOLATION OF THIS AGREEMENT.

6. REGISTERED ACCOUNTS.

To use some of the functionality of the App and Services, you will be required to set up an account. During registration, you will be required to provide certain personal data, such as your name, contact information, and preferences. You will be solely responsible for all information you provide to us. You will also be solely responsible for the security of your account credentials and any activity (whether authorized or unauthorized) that takes place through your account. You agree to notify us immediately of any actual or suspected unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You agree to provide accurate information and expressly agree not to submit false information to us or anyone else through the App or Services. By creating an account on the App, you consent to receive periodic communication from us.

Monorail reserves the right to disable any account if Monorail determines, in its sole discretion, that you have violated any part of the Terms of Use.

7. NOT INTENDED FOR INDIVIDUALS UNDER EIGHTEEN.

THE APP IS DESIGNED FOR USE BY INDIVIDUALS AGED EIGHTEEN (18) AND OLDER. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT USE THE APP. IF YOU HAVE KNOWLEDGE OF ANYONE USING THE APP THAT IS UNDER 18 YEARS OLD, PLEASE NOTIFY US AT PRIVACY@MONORAIL.COM.

8. OWNERSHIP RIGHTS.

You expressly acknowledge and agree that Monorail and/or its Affiliates and content providers own all content, trademarks, copyrights and other intellectual property located on and related to the App and Services.

9. FEEDBACK.

If you send or transmit any communications or materials to Monorail with suggestions, recommendations, questions, or the like relating to changes to the App or its goods or services (collectively, “Feedback”), including without limitation, new features or functionality relating thereto, Monorail is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. You hereby assign to Monorail all right, title, and interest in, and Monorail is free to use, without any attribution or compensation to any party, the Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein, for any purpose whatsoever, although Monorail is not required to use any Feedback.

10. YOUR REPRESENTATIONS AND OBLIGATIONS.

In addition to other representations and warranties provided herein, in exchange for use of the App and/or any Services, you represent the following:

a. You are responsible for making all arrangements necessary to allow you to access the App and Services.

b. You agree not to create false accounts or to provide false information. You represent and warrant that the contact information and account information you provide is truthful at the time you provide it.

c. You agree to maintain the security of your account. You agree to choose a strong password and keep it private to you. You will not intentionally or unintentionally allow others to access your account. You’re responsible for any and all activity on your account. If you suspect misuse of your account, please contact us immediately.

d. You have the right to provide us with any and all content and information you provide to us.

e. When using the App and/or Services, you will obey all applicable federal, state and local laws.

f. You will copy information from the App only for your personal, non-commercial purposes. You must not access or use the App or Services for any commercial purposes.

g. You will not otherwise reproduce, modify, distribute, display or otherwise provide access to this App or its content. You will not use this App or the Services in any way that is unlawful or may harm Monorail’s business.

h. You will not engage in any of the following activities:

  • Engaging in activity that is unauthorized advertisement or promotions, including unauthorized solicitation of users of the App and/or Services.
  • Collecting personal information of other users of the App and/or Services without such user's consent.
  • Using the App, Services and/or any information or content available through the App and/or Services in any manner that is not expressly permitted under these Terms of Use.
  • Interfering or attempting to interfere with the proper working of the App and/or Services, bypassing measures used to prevent or restrict access to the App and/or Services, violating or attempting to violate the security or authentication measures of the system, or attempting to prove, scan, or test the vulnerability of a system or network without proper written authorization from us.

In addition to other available rights and remedies, we reserve the right, in our sole discretion, to terminate your account and/or license to use the App and Services if you violate any of the terms of these Terms of Use. We reserve the right to disclose the identity of anyone posting or transmitting information or materials violating the above prohibitions.

11. GEOGRAPHIC RESTRICTIONS.

Monorail is based in the State of Florida in the United States. Monorail provides the App for use only by persons located in the United States. Monorail makes no claims that the App or any of its content is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

12. CONFIDENTIALITY.

The information available on the App relates to Monorail, our Affiliates and affiliated investment funds (collectively, the “Disclosing Parties”). This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their Affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy. You hereby agree that information available on the App constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their Affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their Affiliates (each a “Fund”). The reports available on the App are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund. In addition, you agree that any information on this App shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms, and (ii) such other employees and investment advisers are not given your password to access this App) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from the App by such employees and investment advisers.

13. RISK FACTORS; NO PROFESSIONAL ADVICE PROVIDED.

Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Monorail is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services are not intended to substitute for professional or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON MONORAIL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. These risks are non-exhaustive and shall be considered as a supplement to, but not a replacement for, any additional risk factors presented in connection with any particular offering posted on this App. These risk factors shall incorporate by reference the Disclaimers set forth in the introduction of these Terms of Use.

14. USER INTERACTIONS/DISAGREEMENTS.

The App may allow you to interact with other users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other users may not be affiliated with or controlled by Monorail or its Affiliates, and Monorail cannot influence the investments, information, advice or services provided by them. YOU AGREE THAT NEITHER MONORAIL NOR ITS AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other users through the App, you acknowledge that you are not affiliated with, or controlled or influenced in any way by Monorail or its Affiliates. If you have a dispute with one or more users that are not Monorail, you irrevocably and forever release Monorail (and our Affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

15. ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT/ UNIFORM ELECTRONIC TRANSACTIONS ACT.

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the App periodically for changes and modifications and agree not to contest the admissibility or enforceability the App’s electronically stored copy of any such agreement in any proceeding arising out of such agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Monorail shall have a reasonable period to effect such a change and Monorail may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

16. CONSENT TO RECEIVE ELECTRONIC NOTIFICATIONS.

Electronic communication is the most effective and timely way to provide the users of the App and/or Services with any optional or required notifications and disclosures. In some circumstances, however, state and/or federal laws may require us to send you disclosures or communications in paper format unless you have affirmatively consented to receiving electronic notifications only in advance of the notification. Through this Agreement, pursuant to 15 U.S.C. § 7001, you hereby affirmatively consent to receive electronic notifications and disclosures from us only (without requiring a paper copy) and you represent that, to date, you have not withdrawn such consent. You have the right to change your mind and withdraw your consent at any time. If you would like to withdraw your consent to receive electronic notifications and/or would like to request a paper copy of any electronic notifications you receive, please contact: privacy@monorail.com. To receive electronic records, you will need access to a smart phone, tablet, laptop or computer with Internet access and either email software (such as Microsoft Outlook) or access to a web-based electronic mail software platform, such as Gmail, Yahoo or other electronic mail provider.

17. THIRD-PARTY LINKS.

The App will contain links to other third-party websites. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. Such third-party websites are maintained by persons or organizations over which Monorail exercises no control. Monorail expressly disclaims any responsibility for the content or results from your use of such third-party websites. If you decide to access any of the third-party websites linked to in App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

18. COPYRIGHT COMPLAINTS.

Monorail respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information.

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • Description of the copyrighted work that you claim has been infringed;
  • The location on the App of the material that you claim is infringing;
  • Your address, telephone number and e-mail address;
  • A statement that your claim of infringement is based on a good faith belief; and
  • A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the App can be reached as follows: privacy@monorail.com

19. ACCESSIBILITY.

We value all of our users, and it is our goal to provide an excellent experience for all our users, including our users with disabilities. You understand and accept, however, that some of the features of the App may not be fully accessible because they are provided by third-parties or have errors. If you have comments regarding the accessibility of the App, or would like to report an issue you are experiencing, please email us at privacy@monorail.com. You expressly agree to attempt to work with us in good faith to obtain access to our App and Services and that you will not threaten or assert any claims regarding accessibility against us unless you have first provided us with notice of the inaccessibility problem(s) and a thirty (30) day period to remedy the problem.

20. DISCLAIMERS AND LIMITS ON LIABILITY; WAIVER OF JURY TRIAL AND CLASS ACTION RIGHTS.

THE APP AND SERVICES, AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE APP AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS, ACCESSIBILITY AND NON-INFRINGEMENT). MONORAIL, ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE "MONORAIL PARTIES") MAKE NO REPRESENTATION OR WARRANTY REGARDING: (A) THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, ACCESSIBILITY, RESULTS OR PERFORMANCE OF THE APP AND SERVICES; (B) THE EXISTENCE (OR ABSENCE) OF ANY VIRUS, WORM, MALWARE, MALICIOUS CODE OR OTHER DISABLING DEVICES OR CODE FROM ANY SOURCES; (C) THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION; (D) ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES); OR (E) LOSS, USE OR MISUSE OF YOUR DATA.

YOUR USE OF THE APP AND SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT THE MONORAIL PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE MONORAIL PARTIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO MONORAIL FOR THE USE OF THE APP WITHIN THE LAST TWELVE MONTHS. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY MONORAIL IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST ANY OF THE MONORAIL PARTIES, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED.

YOU FURTHER AGREE TO RESOLVE ANY AND ALL CLAIMS AGAINST THE MONORAIL PARTIES ON AN INDIVIDUAL BASIS AND KNOWINGLY WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE MONORAIL PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO HAVE A JUDGE (RATHER THAN A JURY) RESOLVE ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING RELATING TO THIS APP, ANY GOVERNING TERM, OR TO YOUR RELATIONSHIP WITH MONORAIL AND YOU WAIVE THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND THAT THE RIGHT TO A TRIAL BY JURY IS A CONSTITUTIONAL RIGHT AND THAT THIS ELECTION TO HAVE A JUDGE, RATHER THAN A JURY, DETERMINE ALL CLAIMS IS A VOLUNTARY CHOICE.

21. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Monorail and its Affiliates and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from: (a) your breach of these Terms of Use; (b) your access or use of the App and/or Services; (c) your infringement or the infringement of any third-party using your account, of any intellectual property right of another; and (d) any authorized activity through your account.

22. EQUITABLE RELIEF.

You acknowledge that a breach or threatened breach of these Terms of Use could give rise to irreparable harm to Monorail for which monetary damages would not be an adequate remedy, and you hereby agree that, in the event of such a breach or a threatened breach, Monorail will, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or prove actual damages or that monetary damages will not afford an adequate remedy).

23. CONTROLLING LAW AND VENUE.

It is understood and agreed that all the construction and interpretation of these Terms of Use and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Florida, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to these Terms of Use or arising out of the relationship between the parties shall be brought exclusively in the courts located in the Sarasota, Florida area.** You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

24. PREVAILING PARTY ATTORNEYS’ FEES.

In the event that Monorail brings any legal suit, action, or proceeding to enforce these Terms of Use due to your alleged breach and prevails, Monorail will be entitled to recover from you, in addition to all other damages to which it may be entitled, the costs incurred by Monorail in conducting the suit, action, or proceeding, including actual expenses, court costs, and attorneys' fees, including Monorail’s attorneys’ fees.

25. FORCE MAJUERE.

Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

26. ENTIRE AGREEMENT.

These Terms, along with Monorail’s Privacy Policy, contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain products or services available through the App, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services. If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.

27. SEVERABILITY.

If any term or provision in these Terms of Use is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms of Use in its entirety and the remainder of these Terms of Use shall survive with the said offending provision eliminated.

28. WAIVER.

No waiver by Monorail of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Monorail to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

29. CHANGES TO THESE TERMS, THE APP OR THE SERVICES.

Monorail reserves the right to change these Terms of Use, withdraw or amend the App, and withdraw or amend products or Services Monorail offers through the App, in Monorail’s sole discretion without notice. Monorail will not be liable if for any reason all or any part of the App or any good or service offered thereon is unavailable at any time or for any period. From time to time, Monorail may restrict access to the App or certain parts thereof to certain users, including certain registered users.

30. SUBSCRIPTION FEES & TERMS

IMPORTANT DISCLAIMER: By signing up for and agreeing to the Subscription Fees and Terms, you agree to be bound by Terms of Use and Privacy Policy, and other policies and procedures posted on the App.

Use of App. In order to have full access to the App and Services, certain users will be required to enroll in a subscription account (“Subscription”). Whether a user is required to enroll in a Subscription in order to access the App and Services will depend upon when the user created an account: (i) new users and existing users created on or after December 17, 2022, will be required to enroll in a Subscription to receive full access to the Services; and (ii) existing users created before December 17, 2022, will have full access to the App and Services without a Subscription. Regardless of Subscription status, all users will be permitted withdraw funds in the App at any time.

Free Trial. Monorail may make the App and Services available to new users for evaluation purposes free of charge until the earlier of: (a) the end of a ninety (90) day free trial period; or (b) the start of any purchased access to the Services (the “Trial Period”). The Trial Period duration may be changed or terminated by Monorail at any time in Monorail’s sole discretion. During the Trial Period, the Services are offered “as is,” AND MONORAIL MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND MONORAIL HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE FOREGOING.

Fees. In addition to any applicable AUM or other fees, to use the Services, to use the Services, you agree to pay Monorail a monthly subscription of three dollars ($3) (the “Subscription Fee”). You are required to connect a bank account at the time you enroll in your Subscription and maintain a connected bank account throughout the term of your Subscription. The Subscription Fee is charged directly to Monorail via ACH transfer through your connected bank account and is automatically debited monthly on the day of the month the user enrolled in the Subscription by a third-party service provider. Monorail may change the Subscription Fee at any time at its sole discretion; provided, however, that Monorail will provide thirty (30) days’ notice via email prior to any change in the Subscription Fee. If payment of the Subscription Fee fails (for any reason), Monorail will automatically suspend or terminate the Subscription. During the month the Subscription is terminated, the user will retain full access to the App and Services until the end of the current billing period. Once the current billing period expires, the user will still have access to the App, but will only be permitted to access the funds in their account for the purpose of withdrawing funds and selling stocks. Access to any other Services after the Subscription expires requires initiating a new Subscription.

Term and Termination. The Subscription term will commence on the date the user signs up for a Subscription agreement and continue until terminated by either party. Either party may terminate the Subscription term at any time; users may terminate by navigating in the App from the menu page to the subscriptions page. During the month the subscription is terminated, the user will retain access to the App and Services until the current billing period expires. After the expiration of the current billing period, the user will still have access to the App, but will only be permitted to access funds in their account for the purpose of withdrawing funds and selling stocks.

31. QUESTIONS.

If you have any questions about us, the App, our Services, our Privacy Policy, or these Terms and Conditions, you may contact us at:

Monorail
3322 Bee Ridge Road
Sarasota, FL 34239
privacy@monorail.com
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Legal

Privacy Policy

What does Monorail do with your personal information?

Why?  

Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

▪  Social Security number and/or Employer Identification Number (EIN)

▪  Account balances and financial account information

▪  Subscription book certifications (for accreditation determinations)

▪  Date of Birth

▪  Sources and Amounts of Income

▪  Telephone Numbers

How?  

All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Monorail chooses to share; and whether you can limit this sharing.

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Reasons we can share your personal information


For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  • Does Monorail share?  Yes
  • Can you limit the sharing?  No


For our marketing purposes –

to offer our products and services to you

  • Does Monorail share?  Yes
  • Can you limit the sharing?  Yes


For joint marketing with other financial companies

  • Does Monorail share?  No
  • Can you limit the sharing?  We don't share


For our affiliates’ everyday business purposes –

information about your transactions and experiences

  • Does Monorail share?  No
  • Can you limit the sharing?  We don't share


For our affiliates’ everyday business purposes –

information about your creditworthiness

  • Does Monorail share?  No
  • Can you limit the sharing?  We don't share


For our affiliates to market to you

  • Does Monorail share?  Yes
  • Can you limit the sharing?  No


For our nonaffiliates to market to you

  • Does Monorail share?  No
  • Can you limit the sharing?  We don't share

Questions? privacy@monorail.com


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Who we are

Who is providing this notice? Monorail Financial, LLC, a Florida limited liability company doing business as Monorail.

What we do

How does Monorail protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does Monorail collect my personal information? We collect your personal information, for example, when you
▪  Open an account
▪  Contact us
▪  Engage in transactions with us
▪  Give us your contact information or provide account information
We also collect your personal information from other companies.

Why can’t I limit all sharing? Federal law gives you the right to limit only
▪  sharing for affiliates’ everyday business purposes – information about your creditworthiness
▪  affiliates from using your information to market to you
▪  sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

Definitions

Affiliates: Companies related by common ownership or control. They can be financial and nonfinancial companies.
Monorail Financial Holdings, LLC is the parent firm to the following affiliated entities: Monorail Securities LLC (“Monorail Securities”), Monorail Financial, LLC d/b/a Monorail, and Monorail IP, LLC.

Nonaffiliates: Companies not related by common ownership or control. They can be financial and nonfinancial companies.
Nonaffiliates we share with can include financial institutions, service providers, investment accreditation services.

Joint Marketing: A formal agreement between non-affiliated financial companies that together market financial products or services to you.
Monorail doesn’t jointly market.

Other Important Information

California and Vermont Residents: We will not share information we collect about you with companies outside of Monorail (including with our affiliates) except as permitted by law and as described in this Privacy Policy.

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MONORAIL PRIVACY POLICY

Effective Date / Date of Last Revision: October 24, 2023


NOTE:  OUR WEBSITE, APP AND SERVICES ARE INTENDED ONLY FOR USE BY ADULT INDIVIDUALS WITHIN THE UNITED STATES.  IF YOU ARE NOT LOCATED WITHIN THE UNITED STATES, PLEASE REFRAIN FROM CREATING AN ACCOUNT OR SENDING PERSONAL DATA TO US.

1.  WHO WE ARE.

2.  HOW TO CONTACT US.  

3.  WHY AND HOW WE COLLECT DATA.

4.  PROTECTING YOUR PRIVACY GENERALLY.  

5.  DOWNLOADING THE APP.

6.  CHILDREN’S PRIVACY.  

7.  TYPES OF INFORMATION WE COLLECT.

8.  DO NOT TRACK SIGNALS.

9.  HOW WE USE YOUR PERSONAL DATA.

10. INFORMATION WE SHARE WITH THIRD PARTIES.

11. HOW TO ACCESS & CONTROL YOUR PERSONAL DATA.

12. SECURITY.

13. DATA RETENTION.

14. ACCESSIBILITY.  

15. NOTICE TO NEVADA RESIDENTS.

16. NOTICE TO CALIFORNIA RESIDENTS.

17. CHANGES TO THIS POLICY.

________________________________________


1. WHO WE ARE.  


Monorail Financial, LLC, is a Florida limited liability company doing business as Monorail (“Monorail,” “we,” “our” or “us”) has developed and offers proprietary investment tools and accounts made available via downloadable app and Monorail’s website, https://monorail.com (collectively referred to as the “App”).  Monorail is a Registered Investment Advisor (“RIA”) with the Securities and Exchange Commission (“SEC”). As an RIA registered with the SEC, Monorail is covered under the definition of a “financial institution” under the Gramm-Leach-Bliley Act and the SEC’s Privacy of Consumer Information Rule (“Regulation S-P”). Through the App, we provide information and tools for financial planning, investing, stock trading, (“Services”).  When providing our App and Services, we collect data from our App users.  

Some of the data we collect may be considered “personally identifiable information,” “personal information” or “personal data” under applicable law (collectively referred to in this Privacy Policy as “Personal Data”).  Generally, Personal Data is information that can be reasonably connected to an identified or identifiable individual.  It does not include deidentified or anonymized data.


The purpose of this Privacy Policy is to plainly and transparently disclose to you how we collect, use and share information, and how we attempt to safeguard the data you provide to us.  We are committed to securing data that we collect concerning you (“you”) and complying with applicable data protection and privacy laws.  


Please note that if you have entered into any other agreements with Monorail or its affiliates, this Privacy Policy will not amend, revise, or otherwise change the terms and conditions contained in those agreements, including any privacy obligations you might have under those agreements.

2. HOW TO CONTACT US.  


If you have any questions regarding data protection or your rights, please contact us:


Monorail

3322 Bee Ridge Road

Sarasota, FL 34239

privacy@monorail.com

Contact webform

3. WHY AND HOW WE COLLECT DATA.

We collect, process and use Personal Data to allow you to utilize the functionality and features we provide through our App, to provide you with Services, and to communicate with you. The legal basis for our collection of Personal Data is with your consent, for our legitimate business purposes and/or to comply with our legal and contractual obligations. We obtain Personal Data directly from you, through cookies and other technologies, and from third parties as described in this Policy and any other privacy notices we may provide to you when you interact with us.

a. Information from you. You provide data directly to us when you directly submit information to us (for example, when you register for an account, sign up for Services, enter into transactions though the App, and send us information through a contact form).

b. Cookies & Technology. We collect data by automatically recording how you interact with our App using technologies like cookies. More information on cookies is provided below.

c. Information from our service providers. We collect data from our services providers who support our App and/or Services. More information on our services providers is provided below.


4. PROTECTING YOUR PRIVACY GENERALLY.


a. Industry-Standard Protection. We utilize industry-standard security measures to safeguard the information we collect, maintain and use. These measures include technical and procedural steps to protect your data from misuse, unauthorized access or disclosure, loss, alteration or destruction. However, we do not guarantee the performance or adequacy of such security measures.

b. Limitation on Access.  Access to any Personal Data we collect and store is generally restricted to our employees and/or contractors who require it to perform a job or other contracted function. We require vendors and contractors we work with to use reasonable, industry standard protocols to maintain the confidentiality, security, and integrity of Personal Data.

5. DOWNLOADING THE APP.

We make our App available through third-party application stores, such as the Google Play Store and the Apple App Store.  Monorail assumes no responsibility for the collection or processing of data by Google, Apple or any other app store provider at the time of downloading the App or creating an account with such app store providers. Please refer to the data privacy statements and terms of use of these providers to understand how they may collect, use, process, store and share your data. There is no exchange of data between us and the app store providers.


6. CHILDREN’S PRIVACY.  


We do not intentionally collect any Personal Data from children under the age of eighteen (18).  We do not sell the Personal Data of children under the age of eighteen (18).  If you believe that a child under the age of eighteen (18) has provided us with Personal Data, please contact us at privacy@monorail.com so that we can delete it or obtain verifiable parental consent for that data collection.


7. TYPES OF INFORMATION WE COLLECT.  


a. Information we collect from you.  We collect the following categories of Personal Data:

  • Contact information (name, local and permanent address, telephone number, electronic mail address).
  • Your date of birth.
  • Your social security number or your Employer Identification Number.
  • Your country of domicile.
  • Your financial account information.
  • Your financial transaction information.
  • Any other information you provide to us.

b. Information We Collect Via Tracking Technology.  We use cookies and other tracking technologies (such as pixels and web beacons) (collectively, “Cookies”) to collect information as you navigate our App.  Cookies are small files of information that are stored by your web browser software on your computer hard drive, mobile or other devices (e.g., smartphones or tablets).

We use Cookies to: (a) estimate audience size and usage patterns; (b) understand and save your preferences for future visits, allowing us to customize the online experience to your individual needs; (c) advertise new content, events and services that relate to your interests; (d) keep track of advertisements and search engine results; (e) compile aggregate data about App traffic and interactions to resolve issues and offer better online experiences and tools in the future; and (f) recognize when you return to our App.

The Cookies we use collect the following types of Personal Data:

  • Usage Information. We collect information such as which areas and features of the App you access, the frequency of access, and what you click on while using the App.
  • Technical Information.  We collect technical information about your connection to our App, including the Internet protocol (IP) address, browser type and version, browser plug-in types and versions.
  • Device Information. We collect information about the device you are using, such as hardware model, operating system, application version number.
  • Mobile Device Information. In addition to the device information listed above, when you access our App on your mobile device, we collect and aggregate information about whether you are accessing the App via mobile device or tablet, device type, and carrier.
  • Location Information. We collect and store IP addresses, so we collect geolocation data, but not precise location data.

We set some Cookies ourselves and others are set by service providers. We use Cookies set by service providers to provide us with useful information to help us improve our App, to conduct advertising, and to analyze the effectiveness of advertising.  

Google Analytics

We may use Google Analytics, a web analytics service provided by Google, Inc. Google Analytics uses Cookies or other tracking technologies to help us analyze how users interact with the App and Services, compile reports on their activity, and provide other services related to their activity and usage. The technologies used by Google may collect information such as your IP address, time of visit, whether you are a returning visitor, and any referring website. The technologies used by Google Analytics do not gather information that personally identifies you. The information generated by Google Analytics will be transmitted to and stored by Google and will be subject to Google’s privacy policies. To learn more about Google’s partner services and to learn how to opt-out of tracking of analytics by Google, click here.


c. How To Opt-Out of Cookies & Learn More.  Cookies can be blocked by changing your settings to refuse all or some Cookies. If you choose to block all Cookies (including essential Cookies) you may not be able to access all or parts of the App.  You can find out more about Cookies and how to manage them by visiting www.AboutCookies.org.  You can also learn about which third parties have currently enabled Cookies for your browser or mobile device and how to opt-out of some of those Cookies by accessing the Network Advertising Initiative’s website or the Digital Advertising Alliance’s website. For more information on mobile specific opt-out choices, visit the Network Advertising Initiative’s Mobile Choices website, Your Ad Choices, Your Online Choices and Global Privacy Control.

8. DO NOT TRACK SIGNALS.

Some internet browsers incorporate a “Do Not Track” feature that signals to websites you visit that you do not want to have your online activity tracked. Given that there is not a uniform way that browsers communicate the “Do Not Track” signal, the App does not currently interpret, respond to or alter its practices when it receives “Do Not Track” signals.

9. HOW WE USE YOUR PERSONAL DATA.


We use the Personal Data we collect to:

  • Communicate with you;
  • Provide you with information;
  • Provide our Services;
  • Provide support;
  • Improve our Services;
  • Maintain and improve our App;
  • Defend our legal rights and the rights of others;
  • Efficiently maintain our business;
  • Comply with applicable law; and
  • For any other reason with your consent.

10. INFORMATION WE SHARE WITH THIRD PARTIES.


We do not sell personal data.  We may share the information that we collect about you in the following limited ways:


a.  With Service Providers.  We may share information with service providers who:

b. To Meet Our Legal Requirements or Exercise Our Rights.  We may share information with third parties in the following instances:

  • When we are required to do so by law.
  • In connection with any legal proceedings or prospective legal proceedings.
  • To establish, exercise, or defend our legal rights, including providing information to others for the purposes of fraud prevention.
  • When we reasonably believe it is appropriate to apply to a court or other competent authority for disclosure of that Personal Data where, in our reasonable opinion, such court or authority would be reasonably likely to order disclosure of that Personal data.
  • We may share information with other persons or entities as part of our own corporate transactions, such as during financing or any asset sale.

11. HOW TO ACCESS & CONTROL YOUR PERSONAL DATA.


We respect your privacy and provide ways for you to choose whether to share your information with us or any third parties.


You may decline to provide information.  You have the right to decide not to share information with us.


Request deletion.  You may submit a request to update or delete your personal data by contacting us at us at privacy@monorail.com.


PLEASE NOTE, HOWEVER, THAT IF YOU CHOOSE NOT TO PROVIDE US WITH CERTAIN INFORMATION OR ASK US TO DELETE YOUR INFORMATION, WE MAY NOT BE ABLE TO PROVIDE YOU WITH SOME OF OUR SERVICES OR APP FUNCTIONALITY.  IN ADDITION, IN SOME CIRCUMSTANCES, WE MAY NOT BE ABLE TO MODIFY OR DELETE DATA DUE TO OUR OWN OBLIGATIONS.


Review and request changes to your personal data.  You may use your account to access, correct, or view certain personal data we have collected which is associated with your account.   You may also contact us at privacy@monorail.com to request information or changes.  


Marketing communications. You can always choose whether you wish to receive communications we send via email, SMS messages, telephone calls and postal mail.  To do so, contact us at privacy@monorail.com.


Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your Personal Data with unaffiliated or non-agent third parties for advertising, marketing, or promotional purposes, you can opt-out by sending us an email with your request to privacy@monorail.com.


Control Cookies.  You may opt out of cookies through your account settings in the App or as described in Section 7 (c) above.


12. SECURITY.

When you register for an account with us, you will be required to choose or will be assigned a password which enables you to access our App and Services.  You are responsible for keeping this password confidential and for all activity that takes place through your account credentials. Do not share your password with anyone.  If your password is compromised, change  your password within your account.  If you believe your password or account may have been compromised, please notify us immediately.


We take industry standard security measures to protect your information. We also have put into place appropriate agreements and/or procedures with our service providers to ensure that your Personal Data is treated consistent with applicable data privacy and security laws. Unfortunately, the transmission of information via the internet is not completely secure.  Although we will do our best to protect your Personal Data, we cannot and do not guarantee the security of your data.  


13. DATA RETENTION.

We will store your Personal Data for as long as: (a) you maintain an account with us; (b) you continue using our App and Services; (c) your Personal Data is stored in our back up servers and/or services; (d) in accordance with our retention policies and schedules; and (e) as long as we are legally required to retain the Personal Data.

14. ACCESSIBILITY.  


We are committed to ensuring this Privacy Policy is accessible to individuals with disabilities.  If you wish to access this Privacy Policy in an alternate format, or would like to report an issue you are experiencing, please email us at privacy@monorail.com.  You expressly agree to attempt to resolve any and all issues with accessibility directly with us and in good faith prior to instituting any legal action against us.

15. NOTICE TO NEVADA RESIDENTS.


Nevada law allows Nevada residents to opt-out of the sale of certain types of personal information. Subject to a number of exceptions, Nevada law defines “sale” to mean the exchange of certain types of personal information for monetary consideration to a person for the person to license or sell the information to additional persons. We do not currently sell personal information as defined in the Nevada law. However, if you are a Nevada resident, you still may submit a verified request to opt-out of sales and we will record your instructions and incorporate them in the future if our policy changes. Opt-out requests may be sent to privacy@monorail.com.  


16. NOTICE TO CALIFORNIA RESIDENTS.


The California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”) provide certain rights to California residents regarding the collection, use, disclosure, and sale of personal information.  As of the date of last revision of this Privacy Policy, we were not / are not subject to the requirements of the CCPA or CPRA.  If this changes, we will update our Privacy Policy.  In the interim, of you would like to contact us to access and control your Personal Data, please see the options and tools we provide in Section 11 above and feel free to contact us with any questions.


SHINE THE LIGHT LAW: If you are a California resident, California Civil Code § 1798.83 permits you to request information regarding the disclosure of your personal information by us to third parties for the third parties’ direct marketing purposes (as those terms are defined in that statute).  We do not sell or disclose information to third parties for their direct marketing purposes.  


17. CHANGES TO THIS POLICY.


We will update this Privacy Policy from time to time as our data collection processes change and/or as required by applicable law.  You are responsible for monitoring this Privacy Policy periodically for changes.  If you do not agree to the terms of this Privacy Policy, do not use our App or Services.

Legal

Incentives

Introduction - This Program Ended on July 23, 2021

Last Modified: July 23, 2021

Vimvest, LLC, a Florida limited liability company (“Vimvest” or the “Company”) is a registered investment advisor specializing in combining goal-based investing, saving and giving into an unified financial planning experience (collectively, the “Services”). Before using or referring clients to the Services offered by Vimvest and those of its subsidiaries and affiliates, these terms and this agreement (“Agreement”) should be read carefully.

Referral Bonus & Registration Bonus

The Company hereby agrees to pay “Referrer” a Referral Fee of $5 U.S. Dollars (the “Referral Bonus”) for each of Vimvest’s clients (“Client”) who (1) registers for the Services as a result of the Referrer (“Registration”) and (2) holds an account in good standing. All Referral Bonuses earned by the Referrer shall be due and payable by the Company to the Referrer after ten (10) business days of the client’s Registration, provided however that if Client cancels his or her registration within thirty (30) days of his or her initial registration, no Referral Bonus will be due and payable to Referrer. Client will also earn $5 as a bonus for its Registration as a client during the Registration Period and remains a Client for a period of at least 30 days after Registration.

Bonus and Registration Bonus programs are a limited time offer. Referral Bonuses and Registration Bonus are in the form of a $5 deposit into the initial Investment or Saving account with Vimvest. The Referral Bonus is applied once Registration is complete. This requires that the account be approved and that both parties have completed a first deposit into an Investment or Saving account with Vimvest. To be eligible for the Referral Bonus, the person or persons you refer must use your personal Referral Code when they sign up, or upon completing Registration. If an ACH deposit is reversed from a connected account/bank, all bonuses will be subject to suspension.

Vimvest defines an account in good standing as a verified Investment or Saving account with a successful initial deposit in the minimum amount of $5 with no other suspensions. Referrals who close their account before 30 days, or make any transaction which results in a reversal from their bank will not qualify for the Referral Bonus. To be eligible for the Referral Bonus, the persons you refer must use your personal Referral Code upon sign up.

Vimvest reserves the right to restrict or revoke this offer at any time. Referral Bonus amounts are subject to change at the discretion of Vimvest, LLC. Furthermore, Vimvest may from time to time implement incentive or promotional programs where additional compensation may be offered. Incentive or promotional programs and the associated reward amounts may be changed, revoked, or terminated at the sole discretion of Vimvest.

Notwithstanding the foregoing, the Company retains the right to reject a Referral for any reason or for no reason. Each Referral Bonus paid with respect to a specific Referral shall be considered complete consideration for such Referral. Referrer shall be responsible for any and all income and other taxes applicable to it in connection with the receipt of the Referral Bonus as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company.

Referrals

As a component of the Referral, the Referrer: (i) shall perform his or her duties in a manner consistent with the instructions of the Company and the Investment Advisers Act of 1940, as amended (the “Act”); and (ii) shall communicate regularly with the Company regarding any progress the Referrer has made in obtaining Referrals.

  • Client acknowledges that Referrer has entered into an agreement with the Company, a registered investment advisor, where the Company has agreed to pay Referrer a fee in exchange for enrolling clients in the Company’s services. Referrer is not an employee or otherwise affiliated with the Company. The Company has agreed to pay Referrer a fee for these solicitation services. The fee is $5 U.S. Dollars for every client who is referred to the Company by Referrer up to twenty (20) clients, or $100 U.S. Dollars per calendar month. The Company pays this fee to Referrer out of its investment management fee. This means that Client does not pay any additional fees as a result of Referrer’s solicitation services. Company website will contain the Company’s current “brochure” containing all information required by Part 2 Form ADV (the “Brochure”). All important disclosures about the Company’s investment management services, fees, and conflicts of interest are in the Brochure. Client hereby acknowledges Client’s consent to this Referral Bonus Disclosure as well as to the Brochure.

Representations and Warranties of Referrer

The Referrer hereby represents and warrants that the Referrer: (i) is not a person subject to a Securities and Exchange Commission (the “Commission”) order issued under section 203(f) of the Act; (ii) is not a person convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act; (iii) is not a person who has been found by the Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act; (iv) has the right to enter into this Agreement; (v) is not a party to any agreement, contract, or understanding that would prevent, limit or hinder his/her performance of this Agreement; (vi) will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and (vii) is not a party to any pending claims or litigation which might affect his/her performance of this Agreement.

Representations and Warranties of Company

The Company hereby represents and warrants that the Company: (i) is registered under the Act; (ii) has the right to grant the rights and licenses granted herein; (iii) is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance under this Agreement; and (iv) is not a party to any pending claims or litigation which might affect its performance under this Agreement.

If you do not want Vimvest to collect this information, you may opt out at anytime by contacting Vimvest at privacy@vimvest.com or by using the opt-out feature in the operating system on your phone.

Limitation of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED AND OTHER OBLIGATIONS UNDERTAKEN HEREUNDER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF REFERRER HAS BEEN INFORMED OF SUCH PURPOSE), OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, THE COMPANY DOES NOT MAKE ANY WARRANTY THAT THE QUALITY OF THE SERVICES PURCHASED OR OBTAINED BY A CLIENT AFTER A REFERRAL WILL MEET SUCH CLIENT'S EXPECTATIONS.

Information Collection Technologies

The technologies Vimvest or its third-party services use for automatic information collection may include cookies (or mobile cookies).  A cookie is a small file placed on your smartphone. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your smartphone. However, if you select this setting you may be unable to access certain parts of this App.

Indemnification

Each of the Company and the Referrer (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other (the “Indemnified Party”), its affiliates, and each of their directors, officers, employees, and agents from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) (collectively, “Losses”) incurred by the Indemnified Party, relating to or arising out of the breach by the Indemnifying Party of any of its duties, obligations, representations or warranties under this Agreement. An Indemnified Party will (i) promptly notify the Indemnifying Party of any claim, suit, or proceeding for which indemnity is claimed (but the Indemnifying Party shall be relieved from liability only to the extent any delay in providing such notice prevents the Indemnifying Party from defending such claim, suit or proceeding); (ii) cooperate reasonably with the Indemnifying Party at the Indemnifying Party's expense; and allow the Indemnifying Party to control the defense or settlement thereof. The Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

Limitation of Liability

NEITHER THE COMPANY NOR THE REFERRER WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

Confidentiality

Referrer, Client and Company, and either of their affiliates, and their or their affiliates' officers, directors, trustees, employees, advisers, agents and other personnel, shall use at least the same care and discretion to prevent disclosure of Confidential Information (as hereinafter defined) of the other party as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care. Either party may use Confidential Information of the other party in order to carry out its obligations hereunder, but in doing so will only allow dissemination of Confidential Information internally on a need-to-know basis (provided such persons are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If either party must disclose any Confidential Information of the other party as required by law, then that party may make such disclosure after providing the other party with reasonable notice so that the other party may seek protective relief. Nothing herein shall be construed as granting either party any property rights, by license or otherwise, to any Confidential Information of the other party, or to any invention or any patent, copyright, trademark, or other intellectual property right of the other party except as specifically provided for in this Agreement. Neither party shall make, have made, use or sell any product or service or other item using, incorporating or derived from any of the other party's Confidential Information except as provided in this Agreement. For purposes of this Section, “Confidential Information” means (1) business or technical information or data (oral, written, electronic or otherwise), including, without limitation, a trade secret (as defined under applicable law), of or about a party provided or made available by such party to the other party that is competitively or commercially valuable to that party and not generally known or readily available by legal means to others, and (2) information regarding the existence, content or status of the business relationship described herein. Confidential Information shall not include information which (i) at the time of disclosure, was published, known publicly, or otherwise in the public domain, (ii) after disclosure, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the party receiving the Confidential Information, (iii) prior to the time of disclosure, is known by that receiving party or, after disclosure, is independently developed by that receiving party as evidenced by its written records, (iv) after disclosure, is made available to that receiving party in good faith by a third party who is under no obligation of confidentiality or secrecy to the party disclosing the Confidential Information, or (v) information agreed to be disclosed in accordance with this section regarding confidentiality.

Work for Hire

Referrer expressly acknowledges and agrees that any work prepared by the Referrer under this Agreement shall be considered "work for hire" and the exclusive property of the Company unless otherwise specified. To the extent such work may not be deemed a "work for hire" under applicable law, the Referrer hereby assigns to the Company all of its right, title, and interest in and to such work. The Referrer shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company's expense, copyright applications, assignments , and other documents required for the protection of the Company's rights to such materials.

Use of Trademarks

Referrer recognizes the Company's right, title, and interest in and to all service marks, trademarks, and trade names used by the Company and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's right, title, and interest therein, nor shall the Referrer cause diminishment of value of said trademarks or trade names through any act or representation. The Referrer shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, whether by expiration or otherwise, the Referrer shall cease to use all of the Company's trademarks, marks, and trade names.

Termination

The Company may terminate this Agreement at any time (Terminated on July 23, 2021), with or without cause, with or without notice, effective immediately. Referrer may terminate this Agreement for any reason or no reason, at any time, upon notice to the Company. Referrer’s termination notice will be effective upon the Company processing the notice. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law and Arbitration

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by Referrer and the Company, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. CLIENT AND REFERRER EACH AGREE THAT IT MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Notifications and Communications

For purposes of communicating with Client or Referrer, notice shall consist of an email from us to an email address associated with Client’s or Referrer’s account. Client and Referrer each also agree that the Company may communicate with Client or Referrer, as applicable, through other means including email, cellular telephone, telephone or delivery services including the U.S. Postal Service. Client and Referrer each agree that the Company shall have no liability associated with or arising from either party’s failure to maintain accurate contact information.

Integration and Severability

This Agreement is the entire agreement between Referrer and the Company with respect to client Registrations and Referral Bonuses, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Referrer and the Company with respect to all Referrals. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Legal

Terms of Service

MONORAIL TERMS OF USE

Effective Date / Date of Last Revision: October 24, 2023

IMPORTANT DISCLAIMER: By accessing the Monorail website and/or application (collectively, the “App”), you agree to be bound by these Terms of Use, our Privacy Policy, and other policies and procedures posted on the App.

Neither Monorail nor any directors, officers, employees, representatives, or agents of Monorail or its respective parent company and affiliates and their respective directors, officers, employees, representatives or agents (“Affiliates”) endorses any of the opportunities that appear on the App or makes any recommendations regarding the appropriateness of particular opportunities for any potential investor. Use of the App does not constitute an offer by Monorail or its Affiliates (or any sponsor of offerings on the App) to sell, solicit, or make an offer to buy any securities. Neither Monorail nor its Affiliates give or offer business advice, tax advice, or legal advice to anyone using the App or the services available through the App. Monorail is not a registered broker-dealer, investment advisor, or crowdfunding portal, internet site operator, internet site portal, or similar investment services or hosting portal, and does not engage in any conduct requiring such registrations with the U.S. Securities & Exchange Commission (“SEC”) or similar state-based agency. Investment advising services, where applicable, will be provided by Monorail Securities LLC, an investment advisor registered with the SEC.

All prospective investors must acknowledge that they have received and read all investment materials. The securities offerings posted on the App are speculative. Investments posted on the App are NOT insured by the FDIC or by any other Federal Government Agency or state agency, are NOT Bank deposits, and are NOT guaranteed by Monorail or its Affiliates. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the App. Neither Monorail nor any of its Affiliates shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein or in the valuation of any securities.

Prior results are not indicative of future performance and “forward looking statements” may be published on the App; actual results of investments may vary materially. All investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Any financial projections or returns shown on the App are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees, and expenses. All terms for any particular offering of securities accessible to registered user of the App remain entirely subject to the actual offering and disclosure documents. Each offering on the App contains its own set of risk factors, which any potential investor in such offering must read, acknowledge, and understand prior to subscribing for an investment in such offering. This disclaimer should not be read in place of those risk factors or any other component of an offering posted on the App.

Users of the App are encouraged to consult with a professional (e.g., an attorney, advisor, or accountant) to conduct their own research and due diligence. We recommend that you re-visit this Disclaimer and our other policies on occasion to learn of any changes.

1. WHO WE ARE.

Monorail Financial, LLC, is a Florida limited liability company doing business as Monorail (“Monorail,” “we,” “our” or “us”) has developed and offers proprietary investment tools and accounts made available via downloadable app and Monorail’s website, https://monorail.com (collectively referred to as the “App”). Through the App, we provide information and tools for financial planning, investing, stock trading, savings tracks, charitable donations, and cash back rewards (“Services”). When providing our App and Services, we collect data from our App users.

2. THESE TERMS FORM A BINDING LEGAL AGREEMENT.

These Terms of Use ("Terms of Use"), along with our Privacy Policy (“Privacy Policy”) constitute a legally binding agreement between you and Monorail. Please read the Terms of Use and Privacy Policy carefully. Your access to and use of our App and Services is subject to these Terms of Use, the Privacy Policy and all applicable laws. By accessing and using our App and our Services in any manner, you agree to be bound by these Terms of Use. If you do not agree to adhere to these Terms of Use or the Privacy Policy, then you may not use our App or Services.

We reserve the right to change these Terms of Use and our Privacy Policy. We may also change, suspend, or end access to all or any part of the App and Services at any time, in our sole discretion.

3. YOUR REPRESENTATIONS.

BY USING AND/OR ACCESSING ANY PART OF OUR APP OR SERVICES, YOU UNCONDITIONALLY AND EXPRESSLY ACKNOWLEDGE, REPRESENT AND AGREE THAT YOU: (A) ARE OVER 18 YEARS OF AGE; (B) HAVE CAPACITY TO ENTER INTO LEGALLY BINDING CONTRACTS; (C) ARE A RESIDENT OF THE UNITED STATES; (D) HAVE READ AND UNDERSTAND THESE TERMS OF USE AND THE PRIVACY POLICY; (E) UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY; AND (F) WILL COMPLY WITH THESE TERMS OF USE, THE PRIVACY POLICY AND ANY APPLICABLE LAWS AND REGULATIONS.

4. LICENSE TO USE THE APP AND SERVICES.

Subject to these Terms of Use and the Privacy Policy, Monorail grants you a limited, non-transferable license to access and use the functionality, features, content and information provided through our App and/or Services for the purposes of obtaining financial planning information and using our Services. You may not use the App or Services for any other purpose without first obtaining written permission from Monorail.

5. SECURITY AND AVAILABILITY.

YOU UNDERSTAND THAT MONORAIL CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE APP OR SERVICES WILL BE 100% SECURE OR AVAILABLE. PUBLIC NETWORKS, SUCH AS THE INTERNET, AND PRIVATE APPLICATIONS AND SYSTEMS, OCCASIONALLY EXPERIENCE DISRUPTIONS, OUTAGES AND INTERFERENCE BY THIRD PARTIES. MONORAIL AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY FROM DAMAGES RESULTING FROM SUCH PROBLEMS. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT AND FOR MAINTAINING A MEANS EXTERNAL TO THE APP FOR ANY RECONSTRUCTION OF ANY LOST DATA.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL USES OF THE APP AND THE GOODS AND SERVICES THAT RESULT FROM ACCESS TO THE APP BY YOURSELF OR OTHERS TO WHOM YOU HAVE PROVIDED ACCESS, DIRECTLY OR INDIRECTLY, WHETHER SUCH ACCESS OR USE IS PERMITTED BY OR IN VIOLATION OF THIS AGREEMENT.

6. REGISTERED ACCOUNTS.

To use some of the functionality of the App and Services, you will be required to set up an account. During registration, you will be required to provide certain personal data, such as your name, contact information, and preferences. You will be solely responsible for all information you provide to us. You will also be solely responsible for the security of your account credentials and any activity (whether authorized or unauthorized) that takes place through your account. You agree to notify us immediately of any actual or suspected unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

You agree to provide accurate information and expressly agree not to submit false information to us or anyone else through the App or Services. By creating an account on the App, you consent to receive periodic communication from us.

Monorail reserves the right to disable any account if Monorail determines, in its sole discretion, that you have violated any part of the Terms of Use.

7. NOT INTENDED FOR INDIVIDUALS UNDER EIGHTEEN.

THE APP IS DESIGNED FOR USE BY INDIVIDUALS AGED EIGHTEEN (18) AND OLDER. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT USE THE APP. IF YOU HAVE KNOWLEDGE OF ANYONE USING THE APP THAT IS UNDER 18 YEARS OLD, PLEASE NOTIFY US AT PRIVACY@MONORAIL.COM.

8. OWNERSHIP RIGHTS.

You expressly acknowledge and agree that Monorail and/or its Affiliates and content providers own all content, trademarks, copyrights and other intellectual property located on and related to the App and Services.

9. FEEDBACK.

If you send or transmit any communications or materials to Monorail with suggestions, recommendations, questions, or the like relating to changes to the App or its goods or services (collectively, “Feedback”), including without limitation, new features or functionality relating thereto, Monorail is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback. You hereby assign to Monorail all right, title, and interest in, and Monorail is free to use, without any attribution or compensation to any party, the Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein, for any purpose whatsoever, although Monorail is not required to use any Feedback.

10. YOUR REPRESENTATIONS AND OBLIGATIONS.

In addition to other representations and warranties provided herein, in exchange for use of the App and/or any Services, you represent the following:

a. You are responsible for making all arrangements necessary to allow you to access the App and Services.

b. You agree not to create false accounts or to provide false information. You represent and warrant that the contact information and account information you provide is truthful at the time you provide it.

c. You agree to maintain the security of your account. You agree to choose a strong password and keep it private to you. You will not intentionally or unintentionally allow others to access your account. You’re responsible for any and all activity on your account. If you suspect misuse of your account, please contact us immediately.

d. You have the right to provide us with any and all content and information you provide to us.

e. When using the App and/or Services, you will obey all applicable federal, state and local laws.

f. You will copy information from the App only for your personal, non-commercial purposes. You must not access or use the App or Services for any commercial purposes.

g. You will not otherwise reproduce, modify, distribute, display or otherwise provide access to this App or its content. You will not use this App or the Services in any way that is unlawful or may harm Monorail’s business.

h. You will not engage in any of the following activities:

  • Engaging in activity that is unauthorized advertisement or promotions, including unauthorized solicitation of users of the App and/or Services.
  • Collecting personal information of other users of the App and/or Services without such user's consent.
  • Using the App, Services and/or any information or content available through the App and/or Services in any manner that is not expressly permitted under these Terms of Use.
  • Interfering or attempting to interfere with the proper working of the App and/or Services, bypassing measures used to prevent or restrict access to the App and/or Services, violating or attempting to violate the security or authentication measures of the system, or attempting to prove, scan, or test the vulnerability of a system or network without proper written authorization from us.

In addition to other available rights and remedies, we reserve the right, in our sole discretion, to terminate your account and/or license to use the App and Services if you violate any of the terms of these Terms of Use. We reserve the right to disclose the identity of anyone posting or transmitting information or materials violating the above prohibitions.

11. GEOGRAPHIC RESTRICTIONS.

Monorail is based in the State of Florida in the United States. Monorail provides the App for use only by persons located in the United States. Monorail makes no claims that the App or any of its content is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

12. CONFIDENTIALITY.

The information available on the App relates to Monorail, our Affiliates and affiliated investment funds (collectively, the “Disclosing Parties”). This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their Affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy. You hereby agree that information available on the App constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their Affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their Affiliates (each a “Fund”). The reports available on the App are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund. In addition, you agree that any information on this App shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms, and (ii) such other employees and investment advisers are not given your password to access this App) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from the App by such employees and investment advisers.

13. RISK FACTORS; NO PROFESSIONAL ADVICE PROVIDED.

Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Monorail is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services are not intended to substitute for professional or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON MONORAIL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. These risks are non-exhaustive and shall be considered as a supplement to, but not a replacement for, any additional risk factors presented in connection with any particular offering posted on this App. These risk factors shall incorporate by reference the Disclaimers set forth in the introduction of these Terms of Use.

14. USER INTERACTIONS/DISAGREEMENTS.

The App may allow you to interact with other users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other users may not be affiliated with or controlled by Monorail or its Affiliates, and Monorail cannot influence the investments, information, advice or services provided by them. YOU AGREE THAT NEITHER MONORAIL NOR ITS AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other users through the App, you acknowledge that you are not affiliated with, or controlled or influenced in any way by Monorail or its Affiliates. If you have a dispute with one or more users that are not Monorail, you irrevocably and forever release Monorail (and our Affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

15. ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT/ UNIFORM ELECTRONIC TRANSACTIONS ACT.

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the App periodically for changes and modifications and agree not to contest the admissibility or enforceability the App’s electronically stored copy of any such agreement in any proceeding arising out of such agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Monorail shall have a reasonable period to effect such a change and Monorail may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

16. CONSENT TO RECEIVE ELECTRONIC NOTIFICATIONS.

Electronic communication is the most effective and timely way to provide the users of the App and/or Services with any optional or required notifications and disclosures. In some circumstances, however, state and/or federal laws may require us to send you disclosures or communications in paper format unless you have affirmatively consented to receiving electronic notifications only in advance of the notification. Through this Agreement, pursuant to 15 U.S.C. § 7001, you hereby affirmatively consent to receive electronic notifications and disclosures from us only (without requiring a paper copy) and you represent that, to date, you have not withdrawn such consent. You have the right to change your mind and withdraw your consent at any time. If you would like to withdraw your consent to receive electronic notifications and/or would like to request a paper copy of any electronic notifications you receive, please contact: privacy@monorail.com. To receive electronic records, you will need access to a smart phone, tablet, laptop or computer with Internet access and either email software (such as Microsoft Outlook) or access to a web-based electronic mail software platform, such as Gmail, Yahoo or other electronic mail provider.

17. THIRD-PARTY LINKS.

The App will contain links to other third-party websites. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. Such third-party websites are maintained by persons or organizations over which Monorail exercises no control. Monorail expressly disclaims any responsibility for the content or results from your use of such third-party websites. If you decide to access any of the third-party websites linked to in App, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

18. COPYRIGHT COMPLAINTS.

Monorail respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information.

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • Description of the copyrighted work that you claim has been infringed;
  • The location on the App of the material that you claim is infringing;
  • Your address, telephone number and e-mail address;
  • A statement that your claim of infringement is based on a good faith belief; and
  • A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the App can be reached as follows: privacy@monorail.com

19. ACCESSIBILITY.

We value all of our users, and it is our goal to provide an excellent experience for all our users, including our users with disabilities. You understand and accept, however, that some of the features of the App may not be fully accessible because they are provided by third-parties or have errors. If you have comments regarding the accessibility of the App, or would like to report an issue you are experiencing, please email us at privacy@monorail.com. You expressly agree to attempt to work with us in good faith to obtain access to our App and Services and that you will not threaten or assert any claims regarding accessibility against us unless you have first provided us with notice of the inaccessibility problem(s) and a thirty (30) day period to remedy the problem.

20. DISCLAIMERS AND LIMITS ON LIABILITY; WAIVER OF JURY TRIAL AND CLASS ACTION RIGHTS.

THE APP AND SERVICES, AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE APP AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS, ACCESSIBILITY AND NON-INFRINGEMENT). MONORAIL, ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE "MONORAIL PARTIES") MAKE NO REPRESENTATION OR WARRANTY REGARDING: (A) THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, ACCESSIBILITY, RESULTS OR PERFORMANCE OF THE APP AND SERVICES; (B) THE EXISTENCE (OR ABSENCE) OF ANY VIRUS, WORM, MALWARE, MALICIOUS CODE OR OTHER DISABLING DEVICES OR CODE FROM ANY SOURCES; (C) THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION; (D) ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES); OR (E) LOSS, USE OR MISUSE OF YOUR DATA.

YOUR USE OF THE APP AND SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT THE MONORAIL PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE MONORAIL PARTIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO MONORAIL FOR THE USE OF THE APP WITHIN THE LAST TWELVE MONTHS. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY MONORAIL IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST ANY OF THE MONORAIL PARTIES, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED.

YOU FURTHER AGREE TO RESOLVE ANY AND ALL CLAIMS AGAINST THE MONORAIL PARTIES ON AN INDIVIDUAL BASIS AND KNOWINGLY WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE MONORAIL PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO HAVE A JUDGE (RATHER THAN A JURY) RESOLVE ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING RELATING TO THIS APP, ANY GOVERNING TERM, OR TO YOUR RELATIONSHIP WITH MONORAIL AND YOU WAIVE THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND THAT THE RIGHT TO A TRIAL BY JURY IS A CONSTITUTIONAL RIGHT AND THAT THIS ELECTION TO HAVE A JUDGE, RATHER THAN A JURY, DETERMINE ALL CLAIMS IS A VOLUNTARY CHOICE.

21. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless Monorail and its Affiliates and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from: (a) your breach of these Terms of Use; (b) your access or use of the App and/or Services; (c) your infringement or the infringement of any third-party using your account, of any intellectual property right of another; and (d) any authorized activity through your account.

22. EQUITABLE RELIEF.

You acknowledge that a breach or threatened breach of these Terms of Use could give rise to irreparable harm to Monorail for which monetary damages would not be an adequate remedy, and you hereby agree that, in the event of such a breach or a threatened breach, Monorail will, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or prove actual damages or that monetary damages will not afford an adequate remedy).

23. CONTROLLING LAW AND VENUE.

It is understood and agreed that all the construction and interpretation of these Terms of Use and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Florida, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to these Terms of Use or arising out of the relationship between the parties shall be brought exclusively in the courts located in the Sarasota, Florida area.** You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

24. PREVAILING PARTY ATTORNEYS’ FEES.

In the event that Monorail brings any legal suit, action, or proceeding to enforce these Terms of Use due to your alleged breach and prevails, Monorail will be entitled to recover from you, in addition to all other damages to which it may be entitled, the costs incurred by Monorail in conducting the suit, action, or proceeding, including actual expenses, court costs, and attorneys' fees, including Monorail’s attorneys’ fees.

25. FORCE MAJUERE.

Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

26. ENTIRE AGREEMENT.

These Terms, along with Monorail’s Privacy Policy, contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain products or services available through the App, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services. If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.

27. SEVERABILITY.

If any term or provision in these Terms of Use is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms of Use in its entirety and the remainder of these Terms of Use shall survive with the said offending provision eliminated.

28. WAIVER.

No waiver by Monorail of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Monorail to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

29. CHANGES TO THESE TERMS, THE APP OR THE SERVICES.

Monorail reserves the right to change these Terms of Use, withdraw or amend the App, and withdraw or amend products or Services Monorail offers through the App, in Monorail’s sole discretion without notice. Monorail will not be liable if for any reason all or any part of the App or any good or service offered thereon is unavailable at any time or for any period. From time to time, Monorail may restrict access to the App or certain parts thereof to certain users, including certain registered users.

30. SUBSCRIPTION FEES & TERMS

IMPORTANT DISCLAIMER: By signing up for and agreeing to the Subscription Fees and Terms, you agree to be bound by Terms of Use and Privacy Policy, and other policies and procedures posted on the App.

Use of App. In order to have full access to the App and Services, certain users will be required to enroll in a subscription account (“Subscription”). Whether a user is required to enroll in a Subscription in order to access the App and Services will depend upon when the user created an account: (i) new users and existing users created on or after December 17, 2022, will be required to enroll in a Subscription to receive full access to the Services; and (ii) existing users created before December 17, 2022, will have full access to the App and Services without a Subscription. Regardless of Subscription status, all users will be permitted withdraw funds in the App at any time.

Free Trial. Monorail may make the App and Services available to new users for evaluation purposes free of charge until the earlier of: (a) the end of a ninety (90) day free trial period; or (b) the start of any purchased access to the Services (the “Trial Period”). The Trial Period duration may be changed or terminated by Monorail at any time in Monorail’s sole discretion. During the Trial Period, the Services are offered “as is,” AND MONORAIL MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, AND MONORAIL HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE FOREGOING.

Fees. In addition to any applicable AUM or other fees, to use the Services, to use the Services, you agree to pay Monorail a monthly subscription of three dollars ($3) (the “Subscription Fee”). You are required to connect a bank account at the time you enroll in your Subscription and maintain a connected bank account throughout the term of your Subscription. The Subscription Fee is charged directly to Monorail via ACH transfer through your connected bank account and is automatically debited monthly on the day of the month the user enrolled in the Subscription by a third-party service provider. Monorail may change the Subscription Fee at any time at its sole discretion; provided, however, that Monorail will provide thirty (30) days’ notice via email prior to any change in the Subscription Fee. If payment of the Subscription Fee fails (for any reason), Monorail will automatically suspend or terminate the Subscription. During the month the Subscription is terminated, the user will retain full access to the App and Services until the end of the current billing period. Once the current billing period expires, the user will still have access to the App, but will only be permitted to access the funds in their account for the purpose of withdrawing funds and selling stocks. Access to any other Services after the Subscription expires requires initiating a new Subscription.

Term and Termination. The Subscription term will commence on the date the user signs up for a Subscription agreement and continue until terminated by either party. Either party may terminate the Subscription term at any time; users may terminate by navigating in the App from the menu page to the subscriptions page. During the month the subscription is terminated, the user will retain access to the App and Services until the current billing period expires. After the expiration of the current billing period, the user will still have access to the App, but will only be permitted to access funds in their account for the purpose of withdrawing funds and selling stocks.

31. QUESTIONS.

If you have any questions about us, the App, our Services, our Privacy Policy, or these Terms and Conditions, you may contact us at:

Monorail
3322 Bee Ridge Road
Sarasota, FL 34239
privacy@monorail.com
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