Terms and Conditions

Last Updated on December 20, 2023

These Terms of Use (these "Terms") are a legally binding agreement between you and Divvy Homes Credit Services, LLC, and its related companies, affiliates, publisher sites, respective directors, members, managers, officers, stockholders, employees, assigns, consultants, agents, and subsidiaries (collectively, “Divvy,” “we,” “us” or “our”).

We provide you with a platform that includes credit and homeownership guidance, education, offers, and other products and services to help you understand and work towards homeownership.

“Services,” as used in these Terms, means all resources, forms, applications, documents, contracts, products, and services owned and operated by us, including the content, features, tools, data, software and functions, our mobile and web applications, application program interfaces ,and other websites and applications we make to interact with you, including through social networks (such social networks, "Social Networks"), our services that interact with Social Networks and other Websites or applications we own and/or operate, unless those websites or applications have posted separate or additional terms and conditions. The “Website” includes /up/esign-agreement, and all websites owned and operated by us and our subsidiaries, related companies, publishers, affiliates, assigns, and agents.

THESE TERMS (UNDER THE HEADING "DISPUTE RESOLUTION") INCLUDE YOUR AGREEMENT TO USE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, INSTEAD OF JURY TRIALS OR CLASS ACTIONS.

Certain features of the Services may be subject to additional terms and conditions, which will be accessible through such Services, as applicable, in connection with those features or provided to you in writing (including by email). All such additional written terms and conditions are incorporated by reference into these Terms. If there is a conflict between these Terms and such additional written terms and conditions, as they relate to those specific features, those additional terms and conditions will control.

By using the Services (including interacting with us through Social Networks), you acknowledge that you have read and understand these Terms and agree to be bound by these Terms (on behalf of yourself or the entity that you represent). By using the Services, you acknowledge that you have the required capacity to enter into these Terms. You further acknowledge that some of our Services require you to be a resident of a specific state (currently: Arizona, Colorado, Florida, Georgia, Minnesota, Missouri, Ohio, Tennessee, and Texas), and we may suspend, discontinue, or terminate your access to those Services if you no longer reside in one of these states. If you do not agree with these Terms, do not access or use the Services.

Changes to Terms of Use

We may, in our sole discretion and without prior notice, modify these Terms at any time. If we do so, we will notify you by posting the modified Terms at /up/terms-and-conditions and/or through other communications to you. You should review these Terms and our other policies (including our Privacy Policy available at /up/privacy-policy) periodically to be aware of any changes. By using the Services after changes to these Terms and other policies, you are agreeing to be bound by the changes.

Eligibility

You may only use the Services if you are (a) 18 years or older, (b) a legal resident of the United States, (c) a current resident of Arizona, Colorado, Florida, Georgia, Minnesota, Missouri, Ohio, Tennessee, or Texas and will remain a resident throughout your use of the Services, (d) capable of forming a binding contract, (e) are not currently or have not been previously suspended from the Services, and (f) not barred from using the Services under applicable law or our Terms.

You are not permitted to access or use our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. Our Services are not directed towards, or intended for, residents of the European Union. Residents of the European Union are not permitted to visit our Website, share their personal information, or use our Services.

Currently, our Services are only available to current and legal residents of Arizona, Colorado, Florida, Georgia, Minnesota, Missouri, Ohio, Tennessee, and Texas. We reserve the right to limit the availability of our Services or the provision of any of our Content to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.

Registration and Accounts

To access and use the Services, you will have to create an account (an "Account"). Currently, you can create your Account by giving us certain information at /up/esign-agreement. When you create an Account, you are asking us and granting us permission to access your credit profile and credit report, including credit scores, such as your FICO® Score.

We may also allow the creation and management of Accounts through a mobile or other web application, or by using your account credentials for an email account, such as Google, or Social Network, such as Facebook (your "Social Network Account"). If you create an Account by using your Social Network Account, we will create your Account by extracting personal information from your Social Network Account and/or by gathering personal information directly from you such as your name, phone number, email address, and other personal information as permitted by the privacy settings for your Social Network Account.

You must provide us with accurate, complete, and up-to-date information for your Account, and you agree to immediately update such information as appropriate, including any change to your state of residence. You further agree to notify Divvy immediately, by email at up@divvy.com, if your state of residence or country of residence changes. If you do not maintain up-to-date information with us, we have the right to suspend, discontinue, or terminate your Account. You may not sell, transfer, or otherwise assign your Account to anyone else.

You may delete your Account at any time by emailing us at up@divvy.com or by following other instructions posted on our Websites, if any. If you have purchased Services from Divvy, the deletion of your Account will have no effect on your obligations to pay Divvy or other obligations in connection with such purchase. If you create a username and password in connection with your Account, you are entirely responsible for maintaining the confidentiality of your password. You agree to notify Divvy immediately if you suspect any unauthorized use of your Account, username, or password. Divvy will not be liable for any loss that you incur as a result of someone else using your Account or password, either with or without your knowledge.

Electronic Communications

You are agree to receive electronic communications, including, but not limited to, email, phone calls, including prerecorded or artificial voice message calls and automatic telephone dialing systems, and text (SMS) messages, from us, our affiliates, successors and assigns, and designated third-party service providers acting on our behalf, including those communications through Social Networks, text (SMS) communications, and by email, and that any notices or disclosures that are sent to you electronically are sufficient written legal notice under these Terms and as may be required by applicable law. Standard communication rates, fees, and charges from your telephone service provider may apply.

You further agree that we may communicate with you via electronic communications to market products, services, offers, or invitation to you, including promotional and marketing information, such as contests, sweepstakes, surveys, offers, and other relevant information, from us, an affiliate, or third party.

We may also use electronic communications to communicate with you (a) about any partially completed Account that you submit or attempt to submit to us, (b) about any product or Service that you obtain or attempt to obtain from or through us, including any Account that you establish or attempt to establish with us, and (c) for any other permitted business purpose or to communicate with your Account.

You agree that we may monitor and record any communications between you and us for quality assurance and other permitted business purposes.

You understand and agree that we may always communicate with you in any manner allowed by law that does not require your consent.

You acknowledge your receipt, understanding, and acceptance of our E-Sign Consent available at /up/esign-agreement.

If you wish to unsubscribe or opt out of all or certain electronic communications you receive from Divvy, please follow the instructions for how to unsubscribe in the relevant electronic communications.

Changes to Services

We reserve the right, in our sole and absolute discretion, to change, reformulate, suspend, discontinue, or terminate any of the Services at any time, without prior notice.

Content on the Services; Social Network Terms

All materials provided on the Services, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, content, and services, are provided either by us or by respective third-party users, authors, developers, service providers, or vendors and are the copyrighted works of us and/or such third-party providers (or is permitted/licensed to be used by such third-party providers), unless specifically provided otherwise. Except where expressly provided otherwise by us, nothing on the Services shall be construed to confer any license or ownership right in or to the materials provided through the Services, under any of our intellectual property rights, whether by estoppel, implication, or otherwise. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Services solely in connection with your permitted use of the Services. If you use a Social Network in connection with the Services, you shall comply with all terms of use and privacy policies to such Social Network.

You acknowledge and agree that we do not, either directly, or indirectly, act as your real estate agent or broker, loan, mortgage, or insurance agent or broker, contracting agent, or other representative on any transaction, unless you have entered into a separate agency/broker representation agreement with us, in which case our role, if any, will be addressed in the such agreement.

No real estate agent or broker, loan, mortgage, or insurance agent or broker, contracting agent, or other representative, whether affiliated with us or otherwise, represents you, either directly or indirectly, with respect to the Services or your application or in connection with any application, lease, option to purchase, purchase agreement, loan, mortgage, or any other transaction or agreement with us, unless you have entered into a separate agreement with such party for that specific purpose.

All information on our Services is presented for educational purposes only. We do not guarantee that the information we present as part of our Services, including credit report or credit score information, is the same information that may be used or reviewed by anyone else, for any purpose, including to assess your creditworthiness or eligibility for any particular product or service or for employment.

We are not your professional financial or legal advisors. If you need professional assistance, please go to a professional that can help with your specific situation.

User Content

For purposes of these Terms, (a) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services by Divvy, and (b) "User Content" means any Content that you or other users provide to be made available through the Services. Content includes without limitation User Content.

We do not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Divvy and its licensors exclusively own all rights, title, and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

By making any User Content available through the Services, you hereby grant to Divvy and each of its affiliates a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute your User Content in connection with operating and providing the Services and Content to you and to other users.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content, or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Divvy or other users on or through the Services will infringe, misappropriate, or violate a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. Neither Divvy nor its affiliates are responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Copyright Violations

If you believe that your copyright-protected work was posted to the Services without authorization, please notify us immediately at up@divvy.com.

User Conduct

Divvy imposes certain restrictions on your permissible use of the Services. You are prohibited from violating or attempting to violate any security features of the Services, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access, (b) attempting to probe, scan, or test the vulnerability of the Services or any associated system or network, or to breach security or authentication measures without proper authorization, (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Services, overloading, "flooding," "spamming," "mail bombing," or "crashing, (d) using the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services, (e) forging any TCP/IP packet header or any part of the header information in any email or in any posting using the Services, (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Divvy in providing the Services, or (g) using the Services in connection with the violation of any third-party’s intellectual property or proprietary rights, including copyrights, trademarks, or patents. Any violation of system or network security may subject you to civil and/or criminal liability.

You shall not post, upload, publish, submit, or transmit any Content, or otherwise conduct yourself in connection with the Services in a way, that (a) infringes, misappropriates, or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, (b) violates or encourages any conduct that would violate, any applicable law or regulation or would subject Divvy or any of its affiliates to civil liability, (c) is fraudulent, false, misleading, or deceptive, (d) is defamatory, obscene, pornographic, vulgar, or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group, (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity, or (g) promotes illegal or harmful activities or substances.

You shall not use, display, mirror or frame the Services, or any individual element within the Services, the names, trademarks, logos, or other proprietary information of Divvy or any of its affiliates, or the layout and design of any page or form contained on a page on the Services, without Divvy’s express written consent. You shall not attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search utilities provided by Divvy or other generally available third-party web browsers. You shall not send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation with the Services. You shall not use any meta tags or other hidden text or metadata utilizing a trademark, logo, URL, or product name of Divvy or any of its affiliates without Divvy’s express written consent. You shall not use the Services or Content, other than User Content, for any commercial purpose or in any manner not permitted by these Terms. You shall not collect or store any personally identifiable information from the Services from other users without their express permission. You shall not impersonate or misrepresent your affiliation with any person or entity. You shall not violate any applicable law or regulation. You shall not encourage or enable any other individual to carry out any of the foregoing actions prohibited in this section. You shall not create a hostile work environment or conduct yourself in a way that harms, intimidates, harasses, or threatens our customers, agents, partners, and/or employees.

Although we are not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Feedback

You may provide us with feedback, comments, and suggestions for improvements to the Services ("Feedback"), which are separate from User Content. You grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

Third-Party Websites

Our Services or communications to you may contain third-party content or links to third-party sites, applications, or services. Our Services may also include features that allow you to connect your Account to accounts or services provided by third parties, such as accounts you maintain with financial institutions or Social Networks. You acknowledge that we have no control over, and no liability for any third-party websites or materials, including websites, services, and materials that you may access from links on our Services, communications, Websites, including any Social Networks, and websites operated by third-party service providers that we engage to assist us in providing the Services.

Divvy makes no guarantees about the accuracy, currency, content, or quality of the information provided by such websites, and Divvy assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those websites. We do not have control over, maintain or endorse any third-party content, services, products, or websites, and we are not responsible for any damages, losses, failures, or problems resulting from or related to such. Your interactions and business dealings with such third parties, including their products or services, are exclusively between you and such third parties. You should review any such third-party’s terms and conditions and privacy policies.

In the course of providing Services, we may refer you to affiliated companies that provide real estate brokerage, mortgage, consumer loans, title insurance, and/or escrow services. You are not required to use these affiliated companies and are free to shop around for the best rate and services. If you choose to purchase products or services from these affiliated companies, Divvy may receive a financial or other benefit.

Term and Termination

These Terms will remain in full force and effect while you use the Services, unless terminated as described in this section. We may terminate, discontinue, or suspend your access to and use of the Services (including your Account), at our sole discretion, at any time and without notice to you. You acknowledge that any termination of your Account may result in the deletion of your User Consent. You hereby waive any claims that you may have against Divvy in connection with the termination of your Account or the deletion of your User Content. The following sections of these Terms survive termination of your Account or these Terms: "User Content," "Indemnity," "Disclaimers," "Limitation of Liability," "Dispute Resolution," and "Entire Agreement; Severability; Waiver."

Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Divvy, its affiliates, officers, directors, members, managers, employees, consultants, agents, representatives, predecessors, successors, and assigns ("Divvy Parties"), from any and all third-party claims, losses, liability, damages, and/or costs (including reasonable legal fees and costs) ("Claims") arising from or related to (a) any access to, use of, or misuse of the Services by you or any third party you authorize to access or use the Services, (b) your violation of these Terms, (c) any User Content you create, post, share, or upload on or through the Services or any Social Network, (d) any Feedback, (e) your violation of the legal rights of a third party, and (f) your infringement, or infringement by any other user of your Account, of any intellectual property or other right of any person or entity. Divvy will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost. You shall promptly notify Divvy of any Claims alleged by third parties, cooperate with the Divvy Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims (including, without limitation, all legal fees and costs). The Divvy Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Divvy.

Disclaimers

WE, ON BEHALF OF OURSELVES, OUR AFFILIATES AND OUR LICENSORS, DO NOT WARRANT OR GUARANTEE THE ACCURACY OF THE INFORMATION AVAILABLE ON THE SERVICES, INCLUDING THE INACCURACY OR INCOMPLETENESS OF ANY CREDIT REPORTS, CREDIT SCORES, OFFERS, RATES, READINESS TIMELINES, CALCULATORS, FORMULAS, OR OTHER INFORMATION, TOOLS, OR ANALYSES AVAILABLE THROUGH OUR SERVICES OR OUR CONTENT. IF THERE IS AN ERROR OR DISCREPANCY ON OUR SERVICES, IN ANY COMMUNICATIONS WITH YOU, OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT THAT ERROR.

THE SERVICES, OUR CONTENT, AND ALL CONTENT AND MATERIALS AVAILABLE THROUGH OUR SERVICES, ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DIVVY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT, AND ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM. DIVVY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR SERVICES, OUR CONTENT OR OTHERWISE AVAILABLE THROUGH OUR SERVICES WILL CREATE ANY WARRANTY REGARDING OUR SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ACKNOWLEDGE THAT US AND OUR AFFILIATES ARE SOLELY AN INTERMEDIARY BETWEEN YOU AND ANY CREDIT REPORTING AGENCY OR OTHER INFORMATION PROVIDERS ACTUALLY SUPPLYING YOUR CREDIT REPORTS, CREDIT SCORES, AND OTHER INFORMATION, AND YOU AND OUR PARTNERS AND ANY THIRD PARTIES.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, VENDOR, OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY US.

Limitation of Liability

OUR LIABILITY TO YOU IS LIMITED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SERVICES OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY SITES) OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY DIVVY PARTY OR ANY THIRD PARTY, OR FROM EVENTS BEYOND THE DIVVY PARTIES’ REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE DIVVY PARTIES’ RECORDS, PROGRAMS, OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE DIVVY PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF SERVICES PURCHASED FROM DIVVY EXCEED THE AMOUNT PAID FOR SUCH SERVICES; AND (B) THE ORDER, RECEIPT, OR USE OF THE SERVICES OR CONTENT, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE DIVVY PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, AND LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT, AND FOREVER DISCHARGE THE DIVVY PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH DIVVY PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

IF ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, THE DIVVY PARTIES’ TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Privacy Policy

Please refer to our Privacy Policy located at /up/privacy-policy for information on how we share, collect, and use your information, including personal information.

Electronic Disclosures and Signatures

Please refer to our E-Sign Consent located at /up/esign-agreement for information on how we collect, use, and disclose information about our users.

Governing Law

These Terms and any action related to these Terms will be governed by the laws of the United States and the laws of the State of California, without regard to their rules regarding conflicts of law.

Dispute Resolution

If you enter into a separate written agreement with us that describes the manner in which any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Dispute"), that separate written agreement will govern the resolution of Disputes and will supersede this section titled "Dispute Resolution."

A. Disputes between You and a Third Party

In the event that you have a dispute with a third party in connection with the Services, we may, in our sole discretion, facilitate communication between you and the third party in connection with that dispute. If such a dispute is unable to be resolved between you and the third party, we may, in our sole discretion, and where feasible, intervene in such dispute and take any actions we deem appropriate.

B. Agreement to Arbitrate

You and Divvy agree that any Disputes will be settled by binding arbitration, except that each party retains the right (a) to bring an individual action in small claims court, and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in the foregoing clause (b), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Divvy are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Divvy otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

IF YOU WISH TO OPT OUT OF THE WAIVER TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS, YOU MUST SEND A LETTER REQUESTING AN OPT OUT OF THE CLASS AND REPRESENTATIVE ACTION WAIVER, TO DIVVY AT 300 MONTGOMERY STREET, SUITE 350 SAN FRANCISCO, CA 94104, ATTN: LEGAL DEPARTMENT, WITHIN 30 DAYS OF FIRST USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU SEND SUCH A LETTER, IT WILL BE SENT TO DIVVY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.

C. Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules (the “AAA Rules”). The AAA Rules and filing forms are available online at www.adr.org, by calling AAA at 1-800-778-7879. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

D. Arbitration Process

A party who desires to initiate arbitration must first provide the other party with written notice of the dispute by certified mail (“Notice”). Our address for Notice is: 300 Montgomery, Attention: Legal Department, with a copy to 548 Market Street PMB 81854, San Francisco, California 94104. The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought (“Demand”). You and Divvy each agree to use good faith efforts to resolve the claim directly and reach an agreement. If we are unable to do so within 30 days after the Notice is received, you or Divvy may commence an arbitration proceeding.

The parties agree that arbitration shall take place before one arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from AAA roster of arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of receipt of the Notice, then AAA will appoint the arbitrator in accordance with AAA Rules.

The arbitration proceedings, including any exchanged materials, shall be confidential and you and Divvy agree to use reasonable efforts to streamline the proceedings, including discovery, consistent with the objectives of efficient dispute resolution.

E. Arbitration Location and Procedure

Unless you and Divvy otherwise agree, the arbitration will be conducted in the City and County of San Francisco, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Divvy submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

F. Arbitrator’s Decision

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

G. Fees

Your responsibility to pay any AAA filing, administrative, and/or arbitrator fees will be solely as set forth in the AAA Rules. If your claim is for more than $10,000, the payment of any fees will be decided by AAA’s rules. If your claim for damages does not exceed $10,000, however, we will pay all such fees, to the extent required under the AAA Rules, unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such event, you agree to reimburse us for all amounts previously paid by us, including attorneys’ fees, to the extent allowed under the applicable law, even if such fees are Divvy’s obligation to pay under AAA’s rules.

H. Changes to Dispute Resolution Section

Notwithstanding the provisions of the "Changes to Terms of Use" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to up@divvy.com) within 30 days of the date that such change became effective, as indicated in the "Last Updated" date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Divvy in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and us regarding the use of our Services through the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. No waiver of any breach of any provision of these Terms will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Divvy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Divvy may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

Copyright

All contents of the Websites and other Services, excluding third-party content and materials, is the property of us. Nothing contained on the Websites or the Services should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Divvy or by any third party.

Accessibility

We are committed to making our products and services accessible to everyone, and we strive to meet the relevant online accessibility and design recommendations. If you come across an accessibility issue, please contact us at up@divvy.com, and we will take all reasonable efforts to make such page accessible and/or provide the information in another manner. If you have specific questions or concerns about the accessibility of our product, websites, or Services, please contact us at up@divvy.com.

Contact

To contact us about these Terms, please email us at up@divvy.com or send us your information at: