Effective as of December 1, 2024
Utoppia, Inc. and our affiliates or subsidiaries (collectively “Utoppia,” “we,” “us,” or “our”) operate a platform that provides our customers (individually or collectively, “you” or “Customers”) with a mobile phone application (the “Platform App”) which will allow you access to Utoppia’s services (the “Services”) through Utoppia’s service providers, with may include, but is not limited to, for example, the banking services we offer as an agent on behalf of Regent Bank, a member of the Federal Deposit Insurance Corporation (“FDIC”) (the “Bank”). Notwithstanding the foregoing, as detailed in Section 3.4, Utoppia may from time to time offer additional Services and/or programs, for example, the use of prepaid cards through certain Utoppia service providers, or remove certain Services in Utoppia’s sole discretion. All Services provided are subject to Utoppia’s schedule of fees, as attached hereto as Exhibit A, which may be amended from time to time. If you are reading these Terms of Service, that means you have created an account (“Account”) using Utoppia, Inc.’s Platform App and you are going to use the Platform App and the Services under these Terms of Service (defined herein). By using Utoppia’s Services, signing an electronic signature card, opening an Account with us through our Platform App, you agree to these Terms of Service of Utoppia (the “Terms of Service”), our Privacy Policy, all applicable laws and regulations, and agree that you are responsible for compliance with any and all applicable local laws which you may be subject to. We may update these Terms of Service and/or the Privacy Policy from time to time and it is your responsibility to check for updates. We will provide updates as required by law.
Utoppia is not a bank. Utoppia has been contracted by, or has contracted with, certain service providers in order to provide services to you. For example, we would be acting as an agent of the Bank to provide services to you, including but not limited to, the Services defined herein. We have integrated the services offered by our various sponsors and service providers into our Platform App to allow you and others who are enrolled with the Platform App (each, a “User”) to have access to the Services. Each Service may also be subject to terms and conditions entered into by you directly with the sponsor or service provider. Additional Services may be added in the future, but you may not be entitled to participate in all Services provided. Each is subject to its own conditions.

FOR SOME SERVICES UTOPPIA IS ONLY AN INTERMEDIARY OF THE SPONSOR OR THE SERVICE PROVIDER WHEREBY THE SPONSOR OR THE APPLICABLE SERVICE PROVIDER OFFERS SERVICES AND UTOPPIA INTEGRATES SUCH SERVICES INTO THE PLATFORM APP. UNDER SUCH CIRCUMSTANCES, NEITHER UTOPPIA OR ANY OF ITS AFFILIATES ARE RESPONSIBLE OR LIABLE FOR (I) THE ACCURACY OF THE INFORMATION RELATED TO SUCH SERVICES; (II) THE FUNCTIONALITY OF SUCH SERVICES; AND/OR (III) ANY DELAYS OR OTHER ACTS UNDER THE CONTROL OF THE SPONSOR OR THE SERVICE PROVIDER AS THEY RELATE TO THEIR RESPECTIVE SERVICES.

By creating an Account with us, you acknowledge that the Bank and any applicable service provider may share your information as necessary with its respective affiliates and other service providers in connection with providing their respective Services. It is your responsibility to make sure that the information you provide to Utoppia is accurate and complete.
If you do not agree to these Terms of Service, you must not use our Platform App, the Services, or any other services contemplated by any Schedules entered into by us and you after the Effective Date of these Terms of Service or must immediately stop using our Platform App, the Services, or any other services contemplated by any Schedules entered into by us and you after the Effective Date of these Terms of Service, as the case may be, and we or you may need to terminate your Account.

NOTICE OF BINDING ARBITRATION
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION” BELOW. PLEASE READ SECTION 8.8 TITLED “BINDING ARBITRATION” CAREFULLY.
These Terms of Service govern the Account and the Services made available to you by the Utoppia. Access to your Account and the Services under these Terms of Service is made available only through the Platform App.
These Terms of Service, along with any other document we give you pertaining to your Account(s) and the Services in which you participate, establish the rules that govern your Account(s) with us. These Terms of Service cover any account opened with Utoppia that you may have with us now, or in the future, and that is used primarily for consumer purposes.
Access to your Account and the Services offered under these Terms of Service is limited to your use of the Platform App unless we notify you otherwise.
1. Your Representations and Promises or Affirmations to Utoppia.

1.1 Restrictions on Acceptance and Use of Utoppia’s Services. You are at least 18 years old, and you have the right, authority and capacity to enter into these Terms of Service.

1.2 True and Correct Information. The information and instructions you provide Utoppia are true, accurate, and complete, as you are solely responsible for such information and instructions. Additionally, you will provide all information requested by Utoppia, such as your name, email address, phone number, date of birth, United States social security number or domestic or foreign tax identification number, as applicable, photo ID, online login credentials or your account and routing numbers for your bank or credit union account, and such other information as Utoppia may request from time to time. You agree to update Utoppia if the information changes within ten
(10) calendar days. Utoppia may use third parties to verify all or a portion of your information.

1.3 Verification of your Information. We may disclose information to third parties about your Account or the transactions you make consistent with the Utoppia Privacy Policy, and specifically
(i) where it is necessary for completing transactions; and (ii) in order to verify the existence and condition of your Account to a third party.

Keep confidential any credentials you use to access your Platform App and the Services provided herein. You must keep your phone number, email address and other contact information current in your Platform App Account profile. By using the Services, you also acknowledge and agree (i) that we will share your personal information with the Bank or any applicable service
provider for purposes of effectuating the Services; (ii) that the Bank and any such service provider may retain such information for such time as may be required by applicable law; and
(iii) that the Bank and any such service provider may share all or a portion of your personal information with other service providers as may be required to effectuate the Services.

1.4 Authorization to Debit Your Account. By using Utoppia’s Platform App and/or the Services to send funds via the Automated Clearing House (“ACH”) from your Account, you authorize Utoppia (as agent of the Bank) to debit the cash management account indicated by you for the amount and on the date provided by you. You understand that because this will be an electronic transaction, and funds may be withdrawn from your account as soon as the above noted transaction date. You will not dispute Utoppia and/or the Bank, as the case may be, debiting the account so long as the transaction corresponds to the terms indicated in the transaction web form provided to you.

1.5 Limits on Access to the Services or Account. Utoppia may limit or suspend your access to the Services or take other actions against you if the information you provide Utoppia is incorrect, Utoppia believes it is necessary to prevent a fraud or crime, or you otherwise breach these Terms of Service as further detailed in these Terms of Service.

1.6 Compliance with the Laws and your Agreements. Your use of Utoppia’s Services or the Account do not violate any laws or regulations or any agreements with any third parties.

1.7 USA PATRIOT Act Notice. Important information about procedures for using Utoppia’s Services under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. All accounts are opened subject to our ability to verify your identity. What this means for you: When you use Utoppia’s Services, Utoppia will ask for your name, address, date of birth, and other information that will allow us to identify you. Utoppia may also ask to see a form of identification with your photograph or other identifying documents.

2. Your Conduct.

2.1 You understand and agree that you will not:

a. Use Utoppia’s Services, without Utoppia’s prior written consent, to transact with or operate services relating to (i) credit repair, (ii) debt consolidation, (iii) payday loans, (iv) title loans, (v) telemarketing, (vi) tobacco sales, (vii) travel clubs, (viii) sweepstakes, (ix) choice of law,(x) marijuana or controlled substance supply, (xi) tribal and entities that are not governed by the U.S. or states, (xii) mail order or telephone order companies, (xiii) adult entertainment, (xiv) stored value cards, (xv) illegal or fraudulent goods or services, including, but not limited to, illegal substances, counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety (including synthetics, “potpourri not for human consumption”, and other similar items), illegal online gambling / wagering, pyramid schemes, unlicensed sale of firearms or weapons,
(xvi) any type of money laundering, or (xvii) other businesses that operate or engage in any business regulated by FinCEN, including money service businesses, e-money
business, and businesses selling money orders or traveler’s checks, and digital currency marketplaces and exchanges except for those offered by us though the Bank or any licensed service provider, as applicable;
b. Provide false or inaccurate information to Utoppia, including attempt to falsify your identity, such as by providing false account information or false documents;
c. Defraud Utoppia, other Utoppia users, or other financial institutions/service providers in any way;
d. Receive or attempt to receive duplicate compensation for a disputed payment from Utoppia and/or other financial institutions/service providers;
e. Engage in activity that indicates, in Utoppia’s or the Bank’s or any service provider’s discretion, that there may be a high level of risk associated with you, your Account or any of your Utoppia Account activity; or
f. Otherwise breach the terms of these Terms of Service or the policies herein.

3. Utoppia’s Services.

3.1 Services. As noted above, the Services and/or the Bank Services will be integrated within our Platform App. We shall incur no liability if at any time you are unable to complete a transaction because of inaccurate or insufficient instructions, or because either you do not provide any information that is requested, or we, the Bank or any applicable service provider are unable to verify your identity to our satisfaction. We may deduct amounts owed to us, in whole or in part, from your Account and to the extent you owe us funds we may suspend your ability to use the Services until we are made whole.

3.2 Oral Authorization. You agree that Utoppia shall be entitled to act upon any oral instructions given by you so long as we reasonably believe such instruction was actually given by you or your authorized agent.

3.3 Transaction Only Services. Through the Bank and/or other service providers, we may provide you with services to process transactions to or from your Account. In certain circumstances relating to our transaction Services, your funds may be held by the Bank or a service provider for your benefit. To provide Services under this section, Utoppia may collect personally identifiable information, your Account login credentials or account and routing numbers for your Account, or other user data information as we may request from time to time as further detailed in these Terms of Service and our Privacy Policy. Transaction Services may be limited, delayed or denied for risk and compliance reasons that we may not be able to disclose to you. You understand that the transactions may be limited, delayed or denied and expressly disclaim any claims relating to such actions. Utoppia is not responsible for reviewing the accuracy of the transactions (amount, date, or the sender of funds). Additionally, Utoppia is not responsible if the receiver of funds rejects your transaction.

3.4 Other Services. Utoppia may, from time to time, offer additional Services or remove certain Services. Utoppia will provide prior notice to you of additional Services or removal of Services as may be required by applicable laws and regulations. You agree to be bound by the terms and conditions of such Services as they may be offered to you. Such additional Services shall have their own terms of services, specific to the additional Service, and shall be outlined and made a part of these Terms of Service as an Annex.

4. Fees.

4.1 Fees. By agreeing to the Services with Utoppia you are agreeing to the schedule of fees, set forth in Exhibit A, provided to you in connection with the Services initiated through your Account on the Platform App. The Bank and any other service provider may also impose their own fees for any Services provided by or through them subject to their terms and conditions. We reserve the right to charge for or change the fees charged by us associated with use of the Services at any time within thirty (30) days in advance of any changes to the fees, if any, by email to the email address shown in our records or made available to you on the Platform App. If you have questions concerning any particular fee imposed by Utoppia, please contact Utoppia in writing within sixty (60) days from the date the fee was debited to your account.

4.2 Legal Costs and Fees. You agree to pay on demand all losses, costs and expenses (including without limitation the fees and expenses of counsel, whether incurred at trial, on appeal or without litigation), if any, incurred by the Utoppia in connection with or relating to providing you or facilitating for you the Services, these Terms of Service and any document delivered hereunder, including, but not limited to, losses, costs and expenses sustained as a result of (i) a default by you in the performance of your obligations or (ii) any claim by a third party, whether legally enforceable or not, to or against any of your Account(s).
4.3 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services or any Services conducted through the Platform App, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through the Platform App.
5. Important Legal Provisions

5.1 No Warranties. THE SERVICES UNDER THE TERMS OF SERVICE, UTOPPIA’S PLATFORM APP AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

THE SERVICES AND SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE SERVICES IS AT YOUR OWN RISK. UTOPPIA, THE BANK, ANY SERVICE PROVIDER AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER UTOPPIA, NOR THE BANK, NOR ANY SERVICE PROVIDER REPRESENTS OR WARRANTS THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UTOPPIA OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. FROM TIME TO TIME, THE SERVICES MAY BE INOPERATIVE. WHEN THIS HAPPENS, YOU MAY BE UNABLE TO ACCESS OR USE THE SERVICES. PLEASE NOTIFY UTOPPIA IF YOU HAVE ANY PROBLEMS USING THE ACCOUNT(S), THE PLATFORM APP, OR THE SERVICES. NEITHER UTOPPIA, NOR THE BANK, NOR ANY SERVICE PROVIDER SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO, FAILURE OF INTERCONNECTING AND OPERATING SYSTEMS, COMPUTER VIRUSES, FORCES OF NATURE, LABOR DISPUTES AND ARMED CONFLICTS, THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF OUR SERVICE TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

5.2 Force Majeure. You understand and agree that we will not be held responsible for any losses or damages resulting from suspension of Service due to extraordinary events or circumstances beyond Utoppia’s control. In such an event, Utoppia, the Bank and any applicable service provider may suspend the Services and access to the funds in your Account held by the Bank or any service provider as may be applicable.

5.3 Limitation of Liability. IN NO EVENT SHALL UTOPPIA BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR WEBSITES OR PHONE APPLICATIONS OR CONTENT THEREIN WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

5.4 Standard of Care, Limitation of Liability. Utoppia’s liability for losses you or any third-party may incur under any circumstance, in connection with your Account or the Services set forth herein is limited only to actual damages proved that are directly caused by Utoppia’s gross negligence or willful misconduct. You agree to waive your rights to a jury and to punitive and exemplary damages and further agree to be subject to all parts of the arbitration provision in Section 7.9. You further acknowledge and agree by using the Services that:

5.4.1 Utoppia will have no liability by reason of delays or interruptions of the Services provided herein or transmissions, or failures of performance of their respective systems, regardless of cause, including those caused by governmental or regulatory action, or those caused by software or hardware malfunctions.
5.4.2 Utoppia will have no liability for acting on instructions from you accepted or interpreted by Utoppia in good faith according to the terms of these Terms of Service, declining to act on instructions whose authenticity or accuracy cannot be verified to Utoppia’s satisfaction, or not acting on instructions not actually received.

5.4.3 Utoppia shall have no liability for taking action on instructions from User accepted or interpreted by Utoppia in good faith according to the terms of these Terms of Service, declining to take action on instructions whose authenticity or accuracy cannot be verified to Utoppia’s satisfaction, or not acting on instructions not actually received.

5.4.4 Except as required by applicable law, Utoppia will have no liability to you if we are unable to complete a transaction, through the Bank or any service provider as applicable, for any reason beyond Utoppia’s control, including but not limited to, you not having sufficient funds in your Account or our system not working properly.

5.4.5 Utoppia is not responsible for any delays or errors in the provision of the Services set forth herein, if such delays or errors are caused by you, any third-party, your internet connection or internet or telephone service provider.

5.4.6 In most cases Utoppia is an intermediary which integrates the Services into the Platform App and as such neither Utoppia or any of its Affiliates are responsible for, or liable for, (i) the accuracy of the information related to the Services which is being supplied by the Bank or any service provider on the Platform App; (ii) the functionality of the Bank or any service provider or the relationships and transactions related thereto; or (iii) any delays or other acts under the control of the Bank or any service provider upon receipt of the certain instructions.

6. Consent to Use Electronic Signatures, Communications and Statements

6.1 Your Consent to Electronic Signatures. By accepting these Terms of Service, you understand that: (i) electronically signing and submitting any document(s) to Utoppia legally binds you in the same manner as if you had signed in a non-electronic form, and (ii) the electronically stored copy of your signature, any written instruction or authorization and any other document provided to you by Utoppia is considered to be a true, accurate and complete record, legally enforceable in any proceeding to the same extent as if such documents were originally generated and maintained in printed form. You agree not to contest the admissibility or enforceability of Utoppia’s electronically stored copy of these Terms of Service and any other documents.

6.2 Your Consent to Electronic Communications. To the fullest extent permitted by law, these Terms of Service, account statements, notices, legal and disclosures for your Account, updates and changes to these Terms of Service, or other service agreements and other communications (collectively, “Communications”) from us to you regarding your Account(s) and related Services with us may be provided to you electronically, and you consent and agree to receive all those communications in an electronic form. Electronic Communications may be posted on the pages within the Utoppia Platform App and/or delivered to your email address. You may print a paper copy of or download any electronic communication and retain it for your records. All
Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. Utoppia reserves the right to provide Communications in paper format.
Your consent to receive Communications electronically is valid until you revoke your consent by notifying us of your decision to do so. If you revoke your consent to receive Communications electronically, Utoppia will terminate your right to use the Platform App or to obtain or maintain Account(s) and related Services, and you accept sole liability for any losses, liabilities, cost, damages and expenses resulting from such an involuntary termination of your Account(s) and related Services, to the extent permitted by law.
6.3 Text Messages and Other Communications.

6.3.1 By providing us with a mobile number, either when you sign up for an Account or update the contact information associated with your Account, you consent to receiving text (SMS) messages and push notifications from us. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.

6.3.2 You may opt-out of receiving email communications we send to you by following the unsubscribe options on such emails. You may opt-out of (i) text messages, if applicable, from us by replying STOP or by changing your notification preferences in the Platform App; and
(ii) call communications, if applicable, by informing us verbally on a phone call or in writing that you do not wish to receive such calls or by changing your notification preferences in the Platform App. You acknowledge that opting out of receiving communications may impact your use of the Services.

6.4 Your Review of Communications. Please review promptly all Communications Utoppia delivers or makes available to you. If Communications are mailed to you, they will be delivered to you at the postal address shown in our records. If Communications are sent to you electronically, they will be delivered to you at the email address shown in our records or made available to you on the Platform App. The Bank will retain printable versions of your Bank Services Account statements for seven (7) years or longer periods as may be required by applicable law. You agree to give Utoppia notice of any change of your postal or email address.

6.5 Reporting to You (Account Statements). Statements will be made available to you to view and/or print on the Platform App (if available). Utoppia will send an email notification when the statements are available online on a monthly basis. The Account statement will describe each item, date of debit, and the respective amount. Electronically delivered Statements will provide all information available in paper statements. You can also contact Utoppia, through WhatsApp
+1 (650) 495-2468 or email at support@utoppia.com, to obtain information about any particular statement.
6.5.1 Account statements will be considered to be correct unless you notify us of any errors within sixty (60) days of becoming available. Carefully review your statement each statement cycle and notify us of any errors within sixty (60) days of your statement becoming available. Utoppia, the Bank nor any service provider will be liable to you for any error that you do not report to Utoppia within that period of sixty (60) days.

7. Account Basics

7.1 ​ Eligibility. Eligible customers must be at least 18 years of age, and with a valid identification number in your local jurisdiction. All deposits and withdrawals in the Account must be in U.S. dollars only. You must agree to accept electronic, rather than paper statements, as provided above. This means; (i) you must keep us supplied with your valid email address; and (ii) you must agree to accept electronic delivery of all account communications (such as any end of year tax forms, if applicable, and electronic statements). If you do not do so, you may not open an Account. If you withdraw your consent, Utoppia may close your Account. In addition to the eligibility requirements to open an Account, to utilize the Services, you must:

7.1.1 authorize Utoppia and the Bank and any service provider as may be required to verify your credit and employment history and/or have a credit reporting agency prepare a credit report on you, as an individual; and

7.1.2 have an Account and provide us with your valid mobile number that you intend to use for an extended period of time (i.e., no “burner” numbers), and we will ask you to provide your mailing address. You may not enroll in the Services with a landline phone number, Google Voice number, or Voice over Internet Protocol. At any time while you are enrolled, we may contact you and/or take other steps to confirm that the mobile phone number that you enrolled still belongs to you. If we are unable to confirm that you are the owner of the mobile phone number, then you understand that we may cancel your enrollment and you will not be able to send money with the Services. You further agree and warrant that you must immediately notify us if any mobile phone number you have enrolled is (i) surrendered by you, or (ii) changed by you. Moreover, to cash-out any of your funds, and any proceeds thereof, from the Services, you must provide us with a valid third-party bank account at a United States financial institution in your name, as well as valid payment instructions to that account. We shall incur no liability if we, through the Bank or any service provider, are unable to complete, or erroneously complete, any given transaction because of inaccurate or insufficient information provided by you to us as to the third-party financial institution who shall receive such funds, as is required under this section.

7.2 Our Relationship with You. You understand that Utoppia serves solely as a liaison with the Bank and/or other service providers to power the Services as set forth herein, and Utoppia owes no fiduciary duty to you. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS AND SERVICES OFFERED BY UTOPPIA ARE NOT ENDORSED OR GUARANTEED BY THE BANK AND/OR ANY OF THE SERVICE PROVIDERS EXCEPT AS SET FORTH HEREIN.
You understand that Utoppia and the Bank and any service provider are not legal partners, affiliates or joint venturers with each other. Nothing in these Terms of Service is intended to be read or understood as making Utoppia and the Bank and any service provider, legal partners,
affiliates or joint venturers or impose any liability as such on any of them. Unless otherwise expressly stated in these Terms of Service, Utoppia has no authority to act or represent the Bank and such service providers in any way. Utoppia provides the Services under these Terms of Service on behalf of the Bank or through other service providers. You understand and agree that Utoppia and/or the Bank and/or any service provider are exculpated from any and all liability arising with respect to any of the Services to the fullest extent permitted by law.

7.3 Privacy Policy. Utoppia’s privacy policy (the “Privacy Policy”) has been provided to you upon the creation of your Account(s) and is available at www.utoppia.com and is considered part of these Terms of Service. By creating an Account and using the Services as set forth herein, you acknowledge that you have read and accepted Utoppia’s Privacy Policy.

7.4 Illegal Transactions. You agree not to use your Account or the Services for online gambling or any illegal activity. Utoppia and/or the Bank and/or any service provider may refuse to process any transaction that they believe may violate the terms of these Terms of Service or applicable law. You acknowledge and agree that Utoppia and/or the Bank and/or any service provider have no obligation to monitor, review or evaluate the legality of your transactions and Account activity. You agree that using Services or your Account for illegal activity will be deemed an action of default and/or breach of contract and, in such event, the Services and/or any of your Accounts may be terminated at our discretion. You further agree that should illegal use occur, you waive any right to sue Utoppia and/or the Bank and/or any service provider for such illegal use or any activity directly or indirectly related to it, and you agree to indemnify and hold Utoppia, the Bank, and any applicable service provider harmless from any suits, legal action, or liability directly resulting from such illegal use. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.

7.5 Inactive Accounts. In the event your Account has under $500.00 in funds and you have not made a deposit or withdrawal, or signed into said account for a period of six (6) months, (“Inactive Account”), your Account will be subject to an Inactive Account fee by Utoppia in addition to other applicable account fees that may be charged by the Bank or any applicable service provider. Utoppia reserves the right to withhold any payment, withdrawal or transfer from an Inactive Account until Utoppia, to its sole and complete satisfaction, is able to reestablish contact with you, and you agree to keep your Account in active status.

7.6 Freezes, Blocking or Closing Accounts Due to Irregular or Unlawful Activities. You agree that if Utoppia and/or the Bank and/or any applicable service provider suspect that any irregular, unauthorized, or unlawful activity may be occurring in connection with your Account, the Account may be “frozen” or the balance in such Account may be placed on hold pending an investigation of such activities. If your Account is frozen or put on hold, you will be given any notice required under the circumstances by the laws governing the particular Service and/or Account. If investigation confirms the suspicions of irregular, unauthorized, or unlawful activity then, notwithstanding anything to the contrary in these Terms of Service, the Account may be immediately closed, and we may also close any or all other Accounts.. You agree that we may also freeze, block, or close your Account as necessary in order to comply with regulations issued by the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or other applicable U.S. laws or regulations.
7.7 Authorized Users. You are responsible for all authorized transactions initiated and fees incurred by use of any of your Account. If you permit another person to have access to your Account, we will treat this as if you have authorized such person to use the Account, and you will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. Transactions will be considered unauthorized only after you notify us that the person is no longer authorized to use the Account. You are wholly responsible for the use of your Account according to the terms and conditions of these Terms of Service.

8. General Rules Governing the Account

8.1 Assignment. Transfer. Non-Waiver. Applicable law. The Account may not be assigned. Utoppia and/or the Bank and/or any applicable service provider, may transfer their rights under these Terms of Service or their respective terms and conditions. Use of the Account is subject to applicable Federal laws and the laws of the State of California, and all applicable rules and customs of any clearinghouse or other association governing your Account or any transactions. If you or Utoppia and/or the Bank and/or any applicable service provider , excuse each other from complying with any part of these Terms of Service, this will not waive compliance by the excused party on any other occasion, notwithstanding the number of previous excusals or their duration. A party may not rely justifiably upon another’s past forbearance to vary present or future rights, obligations or performance under these Terms of Service. If any provision of these Terms of Service is determined to be invalid, illegal or unenforceable for any reason, that provision shall not invalidate or render unenforceable any other provision of these Terms of Service.

8.2 Legal Processes Affecting Accounts. If Utoppia is served with a subpoena, government agency request for information, restraining order, writ of attachment or execution, levy, garnishment, search warrant, forfeiture or similar order or legal process relating to your Account (termed “legal action” in this section), regardless of the jurisdiction of the issuing authority, Utoppia may rely on the representations made in the legal action and comply with the legal action, regardless of the jurisdiction of the issuing authority or the location at which the legal action is received. If you believe your funds are exempt from legal action, or otherwise should not be subject to legal action (for example, if you believe the court, garnisher, or levying authority lacks jurisdiction over you or the property, or you believe the garnishment or levy names the wrong party as garnishee), you agree that it is your responsibility to raise any defense to the legal action against the party who originated the legal action, and you agree that we have no obligation to do so. Any fees or expenses Utoppia incur in responding to any legal action (including, without limitation, attorneys’ fees and our internal expenses) may be charged against your Account. Unless expressly prohibited by law, we may charge your Account a fee for each legal action received, regardless of whether the action is subsequently revoked, vacated or released.

8.3 State Specific Laws - Abandoned or Inactive Accounts. Some states in the United States have unclaimed property laws that govern when accounts are considered abandoned. In this case, your Account is usually considered abandoned if you have not made a deposit or withdrawal, or signed into your Account, for a specified period of time. In jurisdictions with unclaimed property laws, Utoppia and/or the Bank and/or any applicable service provider, may be required by the unclaimed property laws to turn over Accounts considered abandoned to the applicable state. Before an abandoned account is turned over, Utoppia may send a notice to you by e-mail or the address on the account statement. Unless prohibited by law, Utoppia may charge to your Account
costs and expenses of any notice, payment and turnover of the remaining balance of your Account to the applicable state.

8.4 Indemnification. You shall indemnify and defend Utoppia, the Bank, and any service provider and their respective officers, directors, employees, agents, and representatives (the “Affiliates” and collectively with Utoppia, the Bank and any applicable service provider, the “Indemnified Parties”), and hold each of them harmless, against any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including legal expenses and attorneys' fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, "Losses") by or with respect to any matters pertaining to the Account and/or the Bank Services, arising directly or indirectly from your breach of your obligations under the Terms of Service or those arising from the instructions or actions of you or of third parties whom you have permitted to direct, manage, view or otherwise act or omit to act in connection with your Account or the Services. If the Indemnified Parties are entitled to indemnification against a claim under these Terms of Service, they shall give you prompt notice of the claim and any further pleadings, communication or other information connected with it. You shall defend the Indemnified Parties, or pay for the cost of its defense, as they shall elect. The parties shall cooperate for the cost-effective defense of the claim, and us and our Affiliates shall not settle any claim for which indemnification is demanded without your consent.

8.5 Amendment and Cancellation. Except as otherwise required by applicable law, Utoppia may amend or change the terms and conditions of these Terms of Service at any time by posting the amended Terms of Service on the Platform App and any such amended Terms of Service will be effective upon such posting to the Platform App. You will be notified of any amendment(s) with thirty (30) days’ notice prior to the effective date of the amendment(s). However, if the amendment(s) is made for security purposes or your benefit, we may implement it without prior notice.

8.5.1 We may suspend or close your Account at any time. You suspend or close your Account by emailing support@utoppia.com. Your cancellation of your Account will not affect any of Utoppia’s rights or your obligations per these Terms of Service prior to cancellation.

8.5.2 If your Account is canceled, closed or terminated for any reason, you may request the balance to be returned to an external account that you have maintained, including any linked external account. Allow at least fourteen (14) days for processing of such balance return. If Utoppia’s offering is canceled, closed, or terminated, Utoppia shall send you prior notice, in accordance with applicable law. Specific information and instructions, including how to convert and receive any remaining Account balance, will be included in the notice.

8.6 Customer Service. For customer service or additional information regarding your Account, please contact Utoppia at:
Email: support@utoppia.com
WhatsApp Chat: +1 (650) 495-2468
To report a complaint relating to the Services, email support@utoppia.com.
8.7 Hours. Customer Service agents are available to answer your emails and chats: Eastern Time: Monday through Friday: 7:00 AM – 11:00 PM.
8.8 BINDING ARBITRATION. PLEASE READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY. IT PROVIDES FOR MANDATORY ARBITRATION OF CONSUMER CLAIMS (SUBJECT TO SOME EXCEPTIONS), INSTEAD OF COURT PROCEEDINGS. IF YOU OR WE ELECT ARBITRATION OF A CLAIM, NEITHER WILL HAVE THE RIGHT TO PURSUE THAT CLAIM BEFORE A JUDGE OR JURY IN COURT OR TO PARTICIPATE IN A CLASS ACTION PROCEEDING. RIGHTS YOU WOULD HAVE IN COURT THAT MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION INCLUDE THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL. FEES AND EXPENSES OF ARBITRATION MAY BE HIGHER THAN THOSE ASSOCIATED WITH COURT PROCEEDINGS. THE ARBITRATOR’S DECISION WILL BE BINDING, EXCEPT AS PROVIDED BELOW.

8.8.1 Agreement to Arbitrate. Any claim, dispute, or controversy ("Claim") arising out of or relating in any way to: i) these Terms of Service; ii) the Account or the Services; iii) your use of the Account or the Services; iv) the amount of funds Account; v) advertisements, promotions or oral or written statements related to the Account or the Services; vi) the benefits and services related to the Account or the Services; or vii) transactions made using Account or the Services, no matter how described, pleaded or styled, shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). The arbitration shall occur in California.

8.8.2 ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.

8.8.3 For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, 335 Madison Avenue, New York, NY 10017, or at www.adr.org.

8.8.4 All determinations as to the scope, interpretation, enforceability and validity of these Terms of Service shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
8.8.5 NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.

8.8.6 This arbitration provision shall survive: i) the termination of the Terms of Service; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of your Account, or any amounts owed on your Account, to any other person or entity; or iv) closing of the Account. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.

8.8.7 IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, EMAIL US AT SUPPORT@UTOPPIA.COM TO CLOSE THE ACCOUNT AND REQUEST A REFUND, IF APPLICABLE.

8.8.8 Costs of Arbitration. You and we will be responsible for paying the fees of the arbitrator and any administrative fees charged by the Administrator according to the rules and procedures of the Administrator. Utoppia will also pay or reimburse you for all or part of other arbitration fees, if the arbitrator determines there is good reason to do so, and Utoppia will pay any fees and costs, which Utoppia is required to pay by law or by the rules and procedures of the Administrator. In addition, in the event that you receive an arbitration award that is greater than Utoppia’s last written settlement offer, the arbitrator shall have the discretion to require us to pay your attorneys’ fees and costs. Otherwise, each party will bear its own attorneys’ fees and costs, regardless of who prevails.

8.8.9 The arbitrator’s decision is final and binding on the parties, except for any right of appeal provided by the Federal Arbitration Act. Costs will be allocated in the same way as costs are allocated in arbitration by a single arbitrator. A final and binding award is subject to judicial review only as provided by the Federal Arbitration Act. An arbitration award will be enforceable under the Federal Arbitration Act by any court having jurisdiction.

8.9 Governing Law. These Terms of Service shall be governed by the laws of the State of California.

8.10 Termination. Utoppia and the Bank or any applicable service provider may terminate, or close, deactivate, or block access to any of the Services at any time in its sole discretion. Utoppia may, in its sole discretion, discontinue providing the Services, or any part thereof, with or without notice. You will remain liable to Utoppia for all obligations incurred in through your use of the Services, or otherwise, whether arising before or after termination. We and you may each terminate this relationship unilaterally at any time upon notice. You may terminate this relationship after paying any obligations owed upon written notice. These Terms of Service survive termination of your Account or Checking Account, as the case may be. To close your Account or Checking Account, as the case may be, please contact us.
8.10.1 You understand and acknowledge that even after accepting these Terms of Service and opening an Account, we have the right to close your Account and terminate this
relationship, and you will have no right to compel us to grant access to the Services, either initially or after an Account is opened.

8.10.2 IMPORTANT: If you terminate your relationship with Utoppia, the Account will automatically be closed. Upon closure, any remaining funds in the Account will be returned to you if available.
8.10.3 IMPORTANT: If the agreement between Utoppia and the Bank is terminated, this Account may be terminated. In this case, Utoppia shall send you a notice with the applicable procedures. Specific information and instructions, including how to receive any remaining Account balance, will be in the notice. We reserve the right to refuse to return any unused balance amount less than $1.00.
8.10.4 Unless you are notified otherwise, upon termination, Utoppia will instruct the Bank to return any remaining funds in the Account in a check mailed to the address on file associated with the Account. Our and the Bank’s obligations to you will be fully satisfied by mailing a check in the appropriate amount to the address specified by Utoppia.

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ANNEX A
UTOPPIA, INC.
TERMS OF SERVICE – BILL PAY

Effective as of December, 1 2024

Utoppia, Inc. and our affiliates or subsidiaries (collectively “Utoppia,” “we,” “us,” or “our”) operate a platform that provides its Users with an Account provided by Software Provider through Utoppia’s mobile phone application (the “Mobile App”), as set forth in Utoppia’s General Terms of Service (the “General Terms of Service”).

If you are reading these Bill Pay Terms of Service, that means you have created an account using the Mobile App and are going to use the Mobile App and services under these Terms of Service to request Bill Payments (the “Bill Payment Services”). By using Utoppia’s Bill Payment Services through our Mobile App, you agree to these Bill Pay Terms of Service of Utoppia (the “Terms of Service”), our Privacy Policy, all applicable laws and regulations, and agree that you are responsible for compliance with any and all applicable local laws which you may be subject to with respect to the Bill Payment Services. To the extent that any term of service is not expressly set forth herein, Utoppia’s General Terms of Service shall control. We may update these Terms of Service and/or the Privacy Policy from time to time and it is your responsibility to check for updates. We will provide updates as required by law. By continuing to use our services after these updates, you agree to the revised terms. To the extent these Terms of Service conflict with Utoppia’s General Terms of Service, these Terms of Service shall prevail. Capitalized terms not expressly defined herein shall have the meaning set forth in Utoppia’s General Terms of Service.

If you do not agree to these Terms of Service, you must not use our services or must immediately stop using our services, as the case may be, and we or you may need to terminate your Account.

NOTICE OF BINDING ARBITRATION

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING ARBITRATION” IN THE GENERAL TERMS OF SERVICE.

For the Bill Payment Services, we partner with AUNTAPI LLC, a Delaware limited liability company, commonly known as “TAPI”, which offers a collection system on behalf of third parties through which it provides companies or institutions, currently located in Argentina, Chile, Colombia, Peru and Mexico (the
“Billers”), and their users, a fast and effective alternative for the collection and payment, respectively, of the services provided by such Billers (such as bill payments of water, telephone, gas, energy, internet and certain educational related services (collectively the “Bill Payments”)). In our partnership with TAPI, we integrated the TAPI software into our Mobile App to allow you and others who are enrolled with the Mobile App (each, a “User”) to have access to TAPI’s services which include (a) payment processing and collection of invoices or payment vouchers issued through TAPI’s intermediation; (b) capturing, recording and electronic transmission of payment information; (c) conciliation of the payments made; (d) transmission of the conciliated data and crediting of the funds collected; and (e) making telephone recharges (collectively the “TAPI Services”)1. You may view TAPI’s website which includes a description of the TAPI Services at https://tapi.la.

UTOPPIA IS ONLY AN INTERMEDIARY OF TAPI WHEREBY TAPI OFFERS THE TAPI SERVICES AND UTOPPIA INTEGRATES SUCH TAPI SERVICES INTO THE MOBILE APP. AS SUCH, NEITHER UTOPPIA OR ANY OF ITS AFFILIATES ARE RESPONSIBLE OR LIABLE FOR
(I) THE ACCURACY OF THE INFORMATION RELATED TO THE TAPI SERVICES; (II) THE FUNCTIONALITY OF THE TAPI SERVICES; AND/OR (III) ANY DELAYS OR OTHER ACTS UNDER THE CONTROL OF TAPI AS THEY RELATE TO THE TAPI SERVICES.

THE TAPI SERVICES ARE INTENDED ONLY TO SEND MONEY TO BILLERS WHOM YOU TRUST AND WHO ARE IN PARTNERSHIP WITH TAPI. YOU SHOULD NOT USE THE TAPI SERVICES TO SEND MONEY TO RECIPIENTS WITH WHOM YOU ARE NOT FAMILIAR OR YOU DO NOT TRUST.
1. Description of Services: Once you have set up an account using our Mobile App, as set forth in Utoppia’s General Terms of Service (the “Account”), we will enable the TAPI Services for you to utilize as follows:

a. Paying Bill Payments: As noted above, TAPI Services will be integrated within our Mobile App. To pay a Bill Payment to a Biller, you may click the “Bill Pay” button on the Mobile App and a prompt will ask you what type of Bill Payment you wish to make. If the Bill Payment you wish to make is associated with a Biller who is a contracting partner of TAPI, such Biller will appear on the list of Billers which will populate on the Mobile App. You may then select the Biller and Bill Payment and input your respective invoice number or other identifying information associated with the Bill Payment for such Biller. Thereafter the amount due for such Bill Payment will appear on the Mobile App (along with any fees imposed by TAPI for such TAPI Service). TAPI will convert the aforementioned amount from local currency into USD for your convenience. Through the Mobile App, you may then initiate the payment instruction for the Bill Payment (“Payment Instruction”) and thereby authorize us, through the Bank (as defined in the General Terms of Service), to debit your Account by the amount you specify, and to send those funds to your designated Biller (a “TAPI Payment”) immediately upon your request. By submitting a Payment Instruction, you are also authorizing us, through the Bank, to move funds to your applicable Account for TAPI Payments that are canceled or

1
otherwise returned. You understand and agree that when you initiate a Payment Instruction, processing will begin, and funds will leave your Account as early as the moment you initiate the Payment Instruction. However, the transfer of funds to TAPI for eventual payment to the Biller you selected will be completed within 24 hours of your Payment Instruction and thereafter TAPI will remit such payment to the Biller you selected within 48-72 hours thereafter. You hereby authorize and direct us, through the Bank , to retain such funds until the earlier of such time as TAPI makes payment to your selected Biller or fifteen (15) days. We shall incur no liability if we, through the Bank , are unable to complete a payment because of inaccurate or insufficient Payment Instructions, or the failure of the Biller to claim the TAPI Payment, or because either you do not provide us with any information that we request, or we are unable to verify your identity to our satisfaction. We may deduct amounts owed to us, in whole or in part, from your Account and to the extent you owe us funds we may suspend your ability to use the TAPI Services until we are made whole.

b. Service Fees: We currently do not impose fees on Users for sending funds via an Account using the TAPI Services; however, TAPI may impose their own processing fees which will be included in the amounts reflected in the Mobile App to be paid to the Biller in satisfaction of the TAPI Payment. We reserve the right to charge for or change the fees associated with use of the TAPI Services at any time with reasonable notice, subject to the terms herein.

c. Payment Cancellation, Stop Payment Requests and Refused Payments: Our ability to stop or cancel a Payment Instruction depends on how the Payment Instruction was initiated, and whether the Payment Instruction has begun processing. We are not required to stop, cancel, or recover funds associated with a misdirected Payment Instruction. TAPI Payments not claimed by a selected Biller within fifteen (15) days after the processing has begun will be canceled automatically. We will attempt to return any unclaimed, refused, refunded, prohibited, or denied TAPI Payment to your Account. If we are not able to do so, we may use other reasonable means to return the TAPI Payment to you, as permitted by applicable law.
2. Eligibility: In addition to the eligibility requirements to open an Account as provided in Utoppia’s General Terms of Service, to utilize the TAPI Services, you must have an Account and provide us with your valid mobile number that you intend to use for an extended period of time (i.e., no “burner” numbers), and we will ask you to provide your mailing address. You may not enroll in the TAPI Service with a landline phone number, Google Voice number, or Voice over Internet Protocol. At any time while you are enrolled, we may contact you and/or take other steps to confirm that the mobile phone number that you enrolled still belongs to you. If we are unable to confirm that you are the owner of the mobile phone number, then you understand that we may cancel your enrollment and you will not be able to send money with the TAPI Service. You further agree and warrant that you must immediately notify us if any mobile phone number you have enrolled is (i) surrendered by you, or (ii) changed by you.
3. Text Messages and Other Communications:
a. By providing us with a mobile number, either when you sign up for an Account or update the contact information associated with your Account, you consent to receiving text (SMS) messages and push notifications from us. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the TAPI Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
b. You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt-out of (i) text messages from us by replying STOP or by changing your notification preferences in the Mobile App; and (ii) call communications by informing us verbally on a phone call or in writing that you do not wish to receive such calls or by changing your notification preferences in the Mobile App. You acknowledge that opting out of receiving communications may impact your use of the TAPI Services.
4. Standard of Care, Limitation of Liability, Indemnity: Utoppia’s liability for losses you or any third-party may incur under any circumstance, in connection with your Account or the TAPI Services set forth herein is limited only to actual damages proved that are proximately caused by Utoppia’s gross negligence or willful misconduct. You agree to waive your rights to a jury and to punitive and exemplary damages and further agree to be subject to all parts of the arbitration provision in the General Terms of Service, as well as the Limitation of Liability provisions in the General Terms of Service. You further acknowledge and agree by using the TAPI Services that:
a. Utoppia will have no liability by reason of delays or interruptions of the services provide herein or transmissions, or failures of performance of their respective systems, regardless of cause, including those caused by governmental or regulatory action, or those caused by software or hardware malfunctions.

b. Utoppia will have no liability for acting on instructions from you accepted or interpreted by Utoppia in good faith according to the terms of these Terms of Service, declining to act on instructions whose authenticity or accuracy cannot be verified to Utoppia’s satisfaction, or not acting on instructions not actually received.

c. Utoppia shall have no liability for taking action on instructions from User accepted or interpreted by Utoppia in good faith according to the terms of these Terms of Service, declining to take action on instructions whose authenticity or accuracy cannot be verified to Utoppia’s satisfaction, or not acting on instructions not actually received.

d. Except as required by applicable law, Utoppia will have no liability to you if we are unable to complete a transaction, through the Bank, for any reason beyond Utoppia’s
control, including but not limited to, you not having sufficient funds in your Account or our system is not working properly.

e. Except as otherwise expressly provided in these Terms of Service or as otherwise required by applicable law, Utoppia, any of its affiliates, and the parties with whom Utoppia and any affiliates contract in order to offer your Account and related TAPI Services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to your Account and related TAPI Services, or these Terms of Service.

f. Utoppia is not responsible for any delays or errors in the provision of the TAPI Services set forth herein, if such delays or errors are caused by you, any third-party, your internet connection or internet or telephone service provider.

g. Utoppia is not responsible for delays or errors that result from us applying holds or limitations.

h. Utoppia is an intermediary which integrates TAPI Services into the Mobile App and as such neither Utoppia or any of its Affiliates are responsible for, or liable for, (i) the accuracy of the information related to Billers, Bill Payments, or TAPI Payments which is being supplied by TAPI on the Mobile App; (ii) the functionality of TAPI or relationships and transactions it engages with the Billers; or (iii) any delays or other acts under the control of TAPI upon receipt of the TAPI Payments from the Users.
5. No Warranty of Availability or Uninterrupted Use: From time to time, TAPI Services may be inoperative. When this happens, you may be unable to access or use the TAPI Services. Please notify Utoppia if you have any problems using the Account, the Mobile App, or the TAPI Service. You agree that Utoppia will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall Utoppia be liable for extended interruptions due to failures beyond Utoppia’s control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.
6. User’s Responsibilities:

a. Our Relationship with You: You understand that Utoppia serves solely as a liaison with TAPI to power the TAPI Services as set forth herein, and Utoppia owes no fiduciary duty to you. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS AND SERVICES OFFERED BY UTOPPIA ARE NOT ENDORSED OR WARRANTED, WHETHER EXPRESS OR IMPLIED, EXCEPT AS SET FORTH HEREIN AND IN THE GENERAL TERMS OF SERVICE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT AS MORE SPECIFICALLY SET FORTH IN THE
GENERAL TERMS OF SERVICE. You understand that TAPI and Utoppia are not legal partners, affiliates or joint venturers with each other. Nothing in these Terms of Service is
intended to be read or understood as making TAPI and Utoppia, legal partners, affiliates or joint venturers or impose any liability as such on either of them.
b. Taxes: It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the TAPI Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through the Mobile App.
c. Indemnification: You shall indemnify and defend Utoppia and its officers, directors, employees, agents, and representatives (the “Affiliates” and collectively with Utoppia, the “Indemnified Parties”), and hold each of them harmless, against any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including legal expenses and attorneys' fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, "Losses") by or with respect to any matters pertaining to the Account and/or the TAPI Services, arising directly or indirectly from your breach of your obligations under the Terms of Service or those arising from the instructions or actions of you or of third parties whom you have permitted to direct, manage, view or otherwise act or omit to act in connection with your Account or the TAPI Services. If the Indemnified Parties are entitled to indemnification against a claim under these Terms of Service, they shall give you prompt notice of the claim and any further pleadings, communication or other information connected with it. You shall defend the Indemnified Parties, or pay for the cost of its defense, as they shall elect. The parties shall cooperate for the cost-effective defense of the claim, and us and our Affiliates shall not settle any claim for which indemnification is demanded without your consent.
7. Confidentiality and Sharing Your Information: We may disclose information to third parties about your Account or the transactions you make consistent with the Utoppia Privacy Policy, but you specifically agree to the following disclosures: (i) where it is necessary for completing transactions, including but not limited to sharing your identity with other users; and (ii) in order to verify the existence and condition of your Account to a third party.
Keep confidential any credentials you use to access your Mobile App and the services provided herein. You must keep your phone number, email address and other contact information current in your Mobile App Account profile. By using the Bill Payment Services, you also acknowledge and agree (i) that we will share your personal information with TAPI for purposes of effectuating the Bill Payment Services; (ii) that TAPI may retain such information for such time as may be required by appliable law; and (iii) that TAPI may share all or a portion of your personal information with the Billers as may be required to effectuate the TAPI Payments.
8. Termination:

a. Utoppia may, in its sole discretion, discontinue providing the TAPI Services, or any part thereof, with or without notice.
b. Utoppia may also terminate, or close, deactivate, or block access to the TAPI Services at any time in its sole discretion. You will remain liable to Utoppia for all obligations incurred in through your use of the TAPI Services, or otherwise, whether arising before or after termination. These Terms of Service survive termination of the TAPI Services or your Account.

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