Effective as of August 27, 2019

Introduction

RUBYTM (“Ruby”) is a service and platform provided by First Horizon Bank (“First Horizon”). These Terms of Service (“Terms”) cover your use of Ruby. In order to access or use Ruby, you agree to be bound by these Terms. Please read the Terms carefully and keep a copy for your records.

Nothing in these Terms alters or modifies the terms of any other agreements, you may have with First Horizon or its affiliates.

In this Agreement, “you” or “your” refers to the person(s) subscribing to or using Ruby, whether as a Principal or an Authorized User. A “Principal” is the person who creates a Ruby Circle.  An “Authorized User” is a person authorized by a Principal to have access to the Principal’s Ruby Circle.  A “Ruby Circle” is that portion of the Ruby website where a Principal and Authorized Users can access information about the Principal. “We,” “us,” or “our” refers to First Horizon and its affiliates and any agent, independent contractor, designee, or assignee First Horizon or its affiliates may, in their sole discretion, involve in the provision of Ruby services.

A. General Terms

1. System Requirements. To use Ruby, you must have access to a computer or device with internet access using a modern browser such as Internet Explorer 9 or later, or the latest version of Chrome, Firefox or Safari. Note: Other modern browsers may work, but are not supported. These Terms apply regardless of how you access Ruby.

2. Account and Password. Accessing and using Ruby requires you to obtain an account by completing a registration form and designating a user name and password. You are responsible for the activity that happens on or through your Ruby account. When signing up for a Ruby account, you must provide accurate and complete information about yourself on the registration form. You must also maintain and update your account information so it continues to be accurate and complete.

You will be asked to choose an alpha-numeric password which you will use to obtain access to Ruby. You should not use any password that you use for other purposes or any ATM Card personal identification number (“PIN”) as your password. You authorize us to follow any instructions entered through Ruby using your password.

Because your password can be used to obtain information in Ruby about you, you should treat your password with the same degree of care and secrecy that you use to protect your sensitive personal financial data. You agree not to give your password, or make it available, to any person not authorized to access your Ruby account or information.

3. Your Conduct and Use. You may use Ruby only as permitted by law. You are responsible for your conduct on Ruby. We reserve the right to review your Content and conduct on Ruby for compliance with these Terms. We also reserve the right to remove any Content, as defined below, that violates the provisions of this section.

You agree not to use Ruby for business purposes. You must use Ruby only for personal non-commercial purposes.

You agree to keep Ruby free of spam and malware. Spam includes, but is not limited to, unwanted promotional or commercial content and unwanted or mass solicitation. You agree not to use Ruby for phishing. You agree not to use Ruby to transmit malware, viruses, destructive code, or anything that may harm or interfere with the operation of the networks, servers, or other infrastructure of First Horizon or others.

You agree not to use Ruby to promote terrorism, hate speech, harassment, bullying, threats, or violence. You agree not to use Ruby to create, possess, or distribute sexually explicit or pornographic images or video. You agree not to use Ruby to create, possess, or distribute child sexual abuse imagery or material.

You agree not to use Ruby to engage in, or promote, illegal acts. For example, but without limitation, you agree not to use Ruby to engage in, or promote, the sale of regulated or illegal drugs.

You agree not to use Ruby to deceive, mislead, defraud, or confuse other Ruby users or third parties.

You agree not to share personal and confidential information of others unless you are authorized to do so.

You agree not to post or distribute images of, videos of, or information relating to minors unless you have the necessary authorization from their legal representatives.

You agree not to use Ruby to share copyrighted information without authorization.

Ruby is protected by copyright, trademark, and other applicable laws. These Terms do not grant you any right, title, or interest in Ruby, or Ruby trademarks, logos, or other brand features.

The software of Ruby contains trade secrets and, to protect them, you may not modify, translate, reverse engineer, decompile, disassemble or otherwise reduce the software to human perceivable form. You may not create derivative works based on the software or remove any proprietary notices, labels or marks on the software or accompanying documentation. You agree not to transfer or otherwise sublicense the right to use Ruby; attempt to copy or otherwise reproduce Ruby; attempt to access or decompile, reverse engineer or otherwise derive the source code for the Ruby; resell or use Ruby for the benefit of any other entity other than you; or alter, remove or fail to include any copyright notice or other proprietary rights notices that appear on any interfaces related to Ruby or authorized reproductions thereof.

To report a suspected violation of these Terms, please email help@rubyforfamilies.com.

4. Ruby Circles; Your Content. After you create a Ruby account, you are able to set up Ruby Circles. As Principal, you can give Authorized Users access to your Ruby Circle. By designating an Authorized User, you represent to us that you are authorized to share files, documents, contacts, and other information (“Content”) with the Authorized User.  The Principal and the Authorized Users can upload, store, and share Content in the Ruby Circle. If you upload Content about another person, you represent to us that you are authorized to upload that Content. As Principal, you are responsible for all of the Content uploaded by you or an Authorized User. YOU UNDERSTAND AND AGREE THAT WE MAY USE SUCH CONTENT IN ACCORDANCE WITH OUR PRIVACY NOTICE.

By uploading, storing, or sharing Content on Ruby, the Principal and each Authorized User give Ruby a worldwide license to host, store, reproduce, modify, create derivative works from, communicate, publish, publicly perform, publicly display, and distribute such Content. The rights granted in this license are for the limited purpose of operating and improving our products and services, and to develop new ones.

You agree that you will not rely on Ruby as the sole source for maintenance or storage of any Content. The Principal must ensure that backup copies of all Content uploaded to a Ruby Circle are maintained.

5. User Permission. Ruby’s User Permission settings allow a Principal to control whether, and which, other Ruby users can view and edit Content. The specific functionality permitted for each Authorized User role is detailed on the Ruby website. We reserve the right to change the type and number of Authorized User roles that a Principal may designate, as well as the functionality applicable to each Authorized User type, at any time. You should review your User Permission settings frequently.

6. Disclosure of Account Information to Third Parties. We will disclose information to third parties about your Ruby account or the transactions you make:  (a) Where it is necessary for completing a transaction; or (b) In order to verify the existence and condition of your Ruby account to a third party, such as a credit bureau or merchant; or (c) In order to comply with a governmental agency or court order; or (d) If you give us your written permission; or (e) In accordance with our Privacy Notice For Customers with RubyTM Accounts (“Privacy Notice”) and Online Privacy Notice.

B. Account Aggregation

1. Provide Accurate Information. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information.  You agree to keep your account information up to date and accurate.

2. Proprietary Rights.  You are permitted to use content delivered to you through Ruby only on Ruby.  You may not copy, reproduce, distribute, or create derivative works from this content.  Further, you agree not to reverse engineer or reverse compile any of the account aggregation service technology, including but not limited to, any Java applets associated with Ruby.

3. Content You Provide and is Derived by Using Ruby.  You are licensing to First Horizon and its account aggregation service providers (collectively, “Service Provider”) any account related information, data, passwords, materials or other content (collectively, “Account Content”) you provide through or to Ruby.  First Horizon and Service Provider may use, modify, display, distribute and create new material using such Account Content to provide the account aggregation service to you.  First Horizon and Service Provider may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the account aggregation service.  By submitting Account Content, you automatically agree, or represent that the owner of such Account Content has expressly agreed that, without any particular time limit, and without the payment of any fees, First Horizon and Service Provider may use the Account Content for the purposes set out above.  As between First Horizon and Service Provider, First Horizon owns your confidential account information.

4. Third Party Accounts.  By using the account aggregation service, you authorize First Horizon and Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you.  For all purposes hereof, you hereby grant First Horizon and Service Provider a limited power of attorney, and you hereby appoint First Horizon and Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person.  YOU ACKNOWLEDGE AND AGREE THAT WHEN FIRST HORIZON OR SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, FIRST HORIZON AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY.  You agree that third party account providers will be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you.  You understand and agree that the account aggregation service is not endorsed or sponsored by any third party account providers accessible through the account aggregation service.

5. DISCLAIMER OF WARRANTIES.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ACCOUNT AGGREGATION SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER ACCOUNT CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE ACCOUNT AGGREGATION SERVICE IS AT YOUR SOLE RISK.  THE ACCOUNT AGGREGATION SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  FIRST HORIZON AND SERVICE PROVIDER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE ACCOUNT AGGREGATION SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER ACCOUNT CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE ACCOUNT AGGREGATION SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

FIRST HORIZON AND SERVICE PROVIDER MAKE NO WARRANTY THAT (i) THE ACCOUNT AGGREGATION SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE ACCOUNT AGGREGATION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ACCOUNT AGGREGATION SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ACCOUNT AGGREGATION SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ACCOUNT AGGREGATION SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FIRST HORIZON OR SERVICE PROVIDER THROUGH OR FROM THE ACCOUNT AGGREGATION SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

6. LIMITATION OF LIABILITY.  IN ADDITION TO ANY OTHER LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, YOU AGREE THAT NEITHER FIRST HORIZON OR SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS, OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARM, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF FIRST HORIZON OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE ACCOUNT AGGREGATION SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE ACCOUNT AGGREGATION SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE ACCOUNT AGGREGATION SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE ACCOUNT AGGREGATION SERVICE.

7. Indemnification.  You agree to protect and fully compensate First Horizon and Service Provider and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys’ fees) caused by or arising from your use of the account aggregation service, your violation of the of Section B of these Terms, or your infringement, or infringement by any other user of your Ruby account, of any intellectual property or other right of anyone.

8. Third Party Beneficiary.  You agree that Service Provider is a third party beneficiary of the provisions of Section B of these Terms, with all rights to enforce such provisions as if Service Provider were a party to these Terms.

C. Online Privacy Notice

Our Online Privacy Notice applies to your use of our website and our mobile device applications and supplements these Terms. In the event of a conflict between the Online Privacy Notice and these Terms, the terms of the Online Privacy Notice shall govern the matter. To the extent any information collected is “nonpublic personal information” as defined by the Gramm-Leach-Bliley Act of 1999 and applicable regulations (as amended from time to time), the Privacy Notice posted on the Ruby web site will apply to our use of such information.

D. Copyright

We reserve the right to delete or modify content alleged to violate applicable copyright laws. We will respond to notices of alleged copyright infringement if they comply with the law. Our designated agent for notice of alleged copyright infringement on the Services may be found here.

E. Communications

You agree that we may send you communications, including emails, related to Ruby, First Horizon and its affiliates,  Our communications may include, but are not limited to, notices about your use of Ruby, updates regarding features or products offered by Ruby, First Horizon or its affiliates, and promotional material regarding Ruby, First Horizon, or its affiliates.

You authorize us to contact you for any reason at any landline or cellular telephone you provide to us, or at any landline or cellular telephone number we associate with your account. You agree that we may contact you via voice, Short Message Service, Multimedia Messaging Service, and any other method of communication conducted through any telephony system. You also agree that we may contact you using an automatic telephone dialing system, a prerecorded voice, or an artificial voice, for any reason.

F. Charges for Ruby

There is a monthly subscription fee for each Ruby Circle you create and maintain.  In order to set up your recurring monthly payments, you will be directed to a website operated by Stripe, Inc., our third party payment processor.  Any information you provide on the Stripe website is subject to the Stripe Privacy Policy posted on the Stripe website.  None of the information entered on the Stripe website is shared with us.

You can cancel your subscription and terminate your use of Ruby at any time by sending an email requesting termination of your account to help@rubyforfamilies.com.

G. Limitation of Liability

Except as otherwise provided in these Terms, we will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses resulting from the use or the inability to use Ruby incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of Ruby, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof.

H. Disclaimer of Warranties

Ruby is provided “as is.” We disclaim all warranties whatsoever concerning Ruby, including, without limitation, any warranty of fitness for a particular use or warranty of merchantability. Other than as expressly stated in these Terms, we do not make any commitments about Ruby’s functionality, reliability, availability, or ability to meet your needs.

I. Termination

We may suspend or terminate your use of Ruby, in whole or in part, at any time without prior notice.

You may terminate your use of Ruby at any time by sending an email requesting termination of your account to help@rubyforfamilies.com.

Upon termination of your account, we will delete all of the Content that you uploaded to your account and you will no longer be able to access your Content or your account.

J. Entire Agreement

These Terms constitute the complete and exclusive agreement between you and us related to Ruby.

K. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Tennessee, without regard to any state’s conflicts of laws provisions.

L. Forum Selection

Any and all disputes related to, or arising out of, these Terms or Ruby shall be litigated in a federal or state court of competent jurisdiction in Shelby County, Tennessee. You consent to personal jurisdiction in the federal and state courts of Shelby County, Tennessee.

M. Class Action Waiver

You agree not to assert any claim related to, or arising out of, these Terms or Ruby in a representative capacity on behalf of a class of other individuals or entities.

N. Amendments

We may modify these Terms at any time. We will post the most current version of the Terms on https://www.rubyforfamilies.com/terms. Your continued use of Ruby after we publish a new version of the Terms means that you consent to the modified Terms. You should look at the Terms regularly.

O. Severability

If any of the Terms are found to be unenforceable for any reason, you agree that all remaining Terms will continue in effect.

P. Waiver

Our failure to enforce any right or remedy allowed under the Terms will not constitute a waiver of such right.