Terms of Service

Terms of Service

Last Modified: May 2, 2022

These Terms of Service (the or these "Terms") constitute a binding contract between Be Chipper Inc. ("Company," "we," or "us") and you, the person accessing our website, chipper.app, downloading our mobile application, or registering for, or using, our services. ("Customer," "you," or "your"). 

These Terms take effect when you click to accept them or by accessing or using the Services. (the "Effective Date").

By clicking to accept these Terms or by using the Services (defined below), you (a) acknowledge that you have read and understand these Terms; (b) represent and warrant that you are over the age of 18; (c) represent and warrant that you have the right, power, and authority to enter into the Terms; (d) are not a person barred from receiving the services contemplated herein under the laws of the United States or other applicable jurisdiction; and (e) accept these Terms and agree that you are legally bound by them.

If you do not agree to these Terms, you may not access or use the Services.

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THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN SECTION 12, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST ACORNS ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST ACORNS IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

  1. Services. 
  1. Services. We offer an interactive service to help you determine repayment and forgiveness options in connection with your student loans, make certain payments based on your purchases to reduce student loan debt (“Round-Ups”), obtain rewards based upon your purchases (“Reward Programs”) and other products and services that may be made available to you through our website, mobile applications, and cloud-based solutions (collectively, the “Services”).  In order to offer our Services to you, we rely on, and incorporate into the Services, third-parties’ products and services (“Third-Party Services”) provided by third-parties (“Third-Party Providers”).  For purposes of these Terms, such Third-Party Services are subject to their own terms and conditions which may be presented to you in these Terms, our Privacy Policy, within the Services, or by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you must not use the Services. 
  1. Use of Payment Cards, Payment Accounts, and Transaction Data.  
  1. Account Linking.  Some of our Services require you to link your Chipper Account to your various financial accounts.  For example, to chip away at your student loan debt by using Round-Ups, you must link to the Services the payment account that you use to pay your student loan servicer (your “Payment Account”) and at least one of your credit or debit cards for your spending accounts (a “Payment Card”). To participate in our Rewards Program, you must also link at least one Payment Card, but Chipper transfers the dollar amount of any rewards you earn directly to your loan servicer.  By linking a Payment Card to the Services, you authorize us to share information about your Payment Card with the payment card network associated with such Payment Card (“Payment Card Network”) to confirm your enrollment.  Examples of payment cards networks include MasterCard and Visa. 

    We rely on our Third-Party Providers when it comes to linking your Payment Account and Payment Cards as well as transferring funds to your student loan servicer. For example:
  1. For our Rewards Programs, your Payment Cards are linked using our Third-Party Provider, Figg, Inc. (“Figg”). Reward payments are transferred to your loan servicer through our Third-Party Provider, Forward Lending, Inc. DBA Method Financial (“MethodFi”).  You agree to each of these Third-Party Provider’s privacy policies by using the Service. Refer to Chipper’s Privacy Policy for more information. In order to have reward amounts transferred to your student loan servicer, you accept MethodFi’s Terms of Service and Privacy Policy.  You authorize us to share your identity and account data with MethodFi for the purposes of opening and supporting your MethodFi account, and you are responsible for the accuracy and completeness of that data. Be Chipper Inc. will provide customer support for your MethodFi account activity and can be reached at www.chipper.app, or support@chipper.app
  2. For Round-Ups, your Payment Cards and your Payment Account are linked to, and monitored by, our Third-Party Provider, Plaid Inc. (“Plaid”). You agree to Plaid’s privacy policy by using our Services.  Round-Up payments are directly transferred from your Payment Account to your loan servicer. Chipper simply initiates the transfer.  You agree to maintain a balance or available credit limit in the specified Payment Account that is sufficient to fund all payments we initiate, and, in any case, to maintain a balance greater than $100.00. If the Payment Account does not have sufficient funds for the payment to be made, the Company will not be able to facilitate the payment to your loan servicer, and you shall be solely liable for all fees and penalties incurred, including overdraft fees.
  1. Payment Card Eligibility.  Not all Visa, MasterCard, and American Express cards are eligible for registration. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, MasterCard-, and American Express-branded cards whose transactions are not processed through the Visa U.S.A payment system, MasterCard payment system, and/or American Express payment system are not eligible to participate.  In order to be eligible as a Payment Card, it must be issued by a U.S. bank. In addition, you may not be able to link a debit or credit card to if the card is already linked to certain other card-linked programs offered by us or by third parties. You may enroll another payment card in the Services or deactivate your card in the other card-linked program. All determinations as to whether a card is eligible to be a Payment Card are at our sole discretion.
  2. Transaction Monitoring and Eligibility. 
  1. Transaction Monitoring.  Some of our Services, such as Rewards Programs and Round-Ups, transfer payments and rewards to your student loan servicer based upon purchases and other transactions you make with your Payment Cards.  You hereby authorize the Company, Third-Party Providers, and Payment Card Networks to monitor the data associated with these Payment Card transactions in accordance with Chipper’s Privacy Policy.  You may opt-out of such monitoring by removing your Payment Cards from the Services.
  2. Transaction Eligibility. Not all purchases you make with your Payment Card are tracked by the Payment Card Networks.  Purchases that are not tracked by Payment Card Networks are not eligible in connection with the Services. You acknowledge that Payment Card Networks may be unable to monitor every transaction made with your linked Payment Card, including Personal Identification Number (PIN)-based purchases, purchases you initiate through identification technology that substitutes for a PIN, payments made through other payment methods (such as a digital wallet or a third party payment app, where you may choose your Visa, MasterCard, or American Express card as a funding source but you do not present your card directly to the merchant), payments of existing balances, balance transfers, or transactions that are not processed or submitted through the Visa U.S.A., MasterCard, and American Express payment systems, and that these transactions are not eligible. If your linked Payment Card is a debit card, your transaction must be processed as a ‘credit’ (i.e., signature) transaction so the transaction can be monitored.  Do not use a PIN when paying for your purchases with your linked Payment Card if you want the transaction to be eligible for benefits provided by the Services.
  1. Wait List. Prior to the launch of the new services and features, we may provide an opportunity for visitors to our site to enter their email to join a wait list of visitors who wish to receive further information as a new service gets under way (the “Wait List”). If you join our Wait List, you acknowledge and agree that joining the Wait List does not and will not make you our client (or a customer of any of our affiliates), obligate us to provide you any services, or create any other legal or regulatory duty on our part, other than the duty to exercise reasonable care to protect your email in accordance with our Privacy Policy.
  1. Access and Use.
  1. Provision of Access. Subject to and conditioned upon your compliance with all terms and conditions of these Terms, Company hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your non-commercial purposes in accordance with the terms and conditions herein. Use of the Services may require or include use of downloadable software, such as our mobile application.  Company grants you a non-transferable, non-exclusive, non-assignable, limited right for you to use downloadable software we provide as part of the Services. 
  2. Chipper Account. 
  1. Registration Information. To access the Services, you may be asked to create a Chipper Account and provide certain registration details or other information, including personal information, such as your name, your email address, and bank account information.  It is a condition of your use of the Services that all the information you provide is correct and complete and that you maintain and update the information to keep it true and accurate. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your Chipper Account and refuse any and all current or future use of the Services by you. You agree that all information you provide in connection with your Chipper Account, the Services, or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. 
  2. Passwords and Access Credentials. Company shall provide you the necessary passwords and access credentials to allow you to access the Services. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
  3. Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. 
  1. Use Restrictions. You shall not, and shall not permit others to, use the Services for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any others to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (vi) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (vii) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Services; (viii) harvest or collect information about or from other users of the Services; (ix) use the Services for any illegal activity; (x) access or use any portion of the Services if you are a direct or indirect competitor of the Company, or provide, disclose or transmit any portion of the Services to any direct or indirect competitor of the Company; or (xi) facilitate or encourage any violations of this Section.
  2. Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Company may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Company in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. You acknowledge that Company may compile Aggregated Statistics based on Customer Data (defined below) input into the Services. You agree that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 
  3. Reservation of Rights. Company reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Company’s intellectual property (“Company IP”).
  4. Suspension and Termination. We may, in our sole discretion, suspend, limit, or terminate your Chipper account and your access to and use of the Services, at any time for any, or no, reason, without notice or liability to you, including, but not limited to, if we suspect that your access to or use of the Services violates these Terms or applicable law. You may stop using the Services and terminate your Chipper account at any time by contacting us. Upon the termination of your Account, you must cease all use of the Services. Termination of your Account and your access to and use of the Services will not affect any of our rights or your obligations arising under these Terms prior to such termination. In the event you or the Company terminates your Account, you agree that we may retain your data, including personal and Transaction Data, for one year from the date of termination for audit and merchant invoicing purposes. Provisions of these Terms that, by their nature, should survive termination of your account and your access to and use of the Services will survive such termination.
  1. Customer Responsibilities
  1. Customer Data. You hereby grant to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display information, data, and other content, including Your Content (as defined below) in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services (“Customer Data”) and perform all acts with respect to the Customer Data as may be necessary for Company to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law.
  2. Your Content.  
  1. Posting Content. When you use our Services, you may post content such as text, pictures, listing descriptions, reviews, comments, audio, videos, user names, and other materials (“Your Content”).  You understand that you are solely responsible for Your Content. You also represent that you have all necessary rights to Your Content and that you are not infringing or violating any third party’s rights by posting it.  If Your Content is alleged to infringe another person’s intellectual property or we suspect that it may, we will take appropriate action, such as disabling access to it, or terminating your account. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of any part of our Terms or policies. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive. 
  2. License Grant. By posting Your Content, you grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote our Services in general, in any formats and through any channels, including any of our Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.
  1. Customer Authorizations. In addition to those authorizations granted by Customer under Section 2, Customer expressly grants the Company the right, power, and authority to: (i) act on your behalf and as your agent, solely for the purpose of providing the Services to you; (ii) access and transmit your personal and financial information, including Transaction Data, in accordance with our Privacy Policy and those of our Third-Party Providers, including Plaid Inc. (https://plaid.com/legal/#consumers), Method Financial (https://methodfi.com/legal/privacy), and Figg, Inc. (https://www.gofigg.com/privacy-policy/) for the purpose of providing the Services to you (to the extent there are conflicting provisions between our privacy Policy and that of a Third-Party Provider, the provisions of the Third-Party Provider’s Privacy Policy shall govern); (iii) initiate a payment on your behalf from your Payment Account to the Servicer of your student loan; and (iv) send communication to the Servicer on your behalf in connection with the Services.
  1. Customer Acknowledgements. Customer acknowledges and agrees that Company does not and shall not: (i) process payment transactions between you and your Servicer (for the sake of clarity, we never take possession of your funds); (ii) set the terms of any payment transactions between you and Servicers; (iii) have or assume any liability in connection with your transactions with your Servicers, including, for example, with respect to returns, refunds, charge-backs, late payments initiated (by you or us), or other fees or disputes; and (iv) collect, pay, or report taxes arising from your access to or use of the Services.
  1. Representations and Warranties.  You represent and warrant that: 
  1. you are the sole owner of the Payment Account and have the right to authorize the Company to initiate a charge from the Funding Account for payments you initiate using the Services authorized to make payments at your sole discretion;
  2. you will only use the service to send payments on your own behalf and will not use the Services as an agent, guardian, conservator or guarantor for any other person;
  3. all information, including, without limitation, Customer Data, that you provide to us is accurate and truthful;
  4. you have the right to grant us the licenses specified in these Terms;
  5. Customer Data provided to Company does not not infringe the intellectual property rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person.
  1. Service Levels and Support.
  1. Service Levels. Subject to the terms and conditions of these Terms, Company shall use commercially reasonable efforts to make the Services available.
  1. Support. The access rights granted hereunder entitle Customer to the support described on Company's website.
  1. Fees and Payment. It is completely free to explore your repayment options in the Services. If you wish to enroll in a plan with our help, we allow you to choose what to pay! Usually, customers pay $4/month for Chipper+, which includes all features of Chipper, but we want to help as many people as possible, no matter what their budget is. So, we allow you to set your price. Customer shall pay Company that price ("Fees") as described in the Services. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Customer shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income. We reserve the right to change our prices at any time, but we will notify you if we do!
  2. Privacy Policies. Our Privacy Policy is available at https://www.chipper.app/privacy and is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.  
  3. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
  4. Warranty Disclaimer. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND THIRD-PARTY PROVIDERS) EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND THIRD-PARTY PROVIDERS) DO NOT WARRANT THE DATA, CONTENT, ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION TRANSACTION DATA OR USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, TO BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. 
  5. Indemnification. You agree to indemnify, hold harmless, and (at our request) defend us, our affiliates, and our and their respective employees, officers, directors, and agents, as well as the Payment Card Networks and Third-Party Providers, from and against all claims, demands, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses, including reasonable attorneys’ fees, that arise from any third-party claim due to or arising out of: (a) Customer Data you share through the Services; (b) your use of the Services; (c) your breach or alleged breach of these Terms; (d) your violation of applicable law, including, but not limited to, infringement of third-party intellectual property rights and data rights; or (e) your other actions or omissions that result in liability to us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under these Terms, and you agree to cooperate with our defense of these claims.
  6. Limitations of Liability. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND THIRD-PARTY PROVIDERS) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS OR SUPPLIERS’ (INCLUDING PAYMENT CARD NETWORKS’ AND THIRD-PARTY PROVIDERS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED ONE THOUSAND DOLLARS (USD 1,000.00).  
  7. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You will be notified of modifications through [notifications or posts on [URL]/direct email communication from us]. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Company will provide at least thirty (30) days' advance notice of changes to any service level that Company reasonably anticipates may result in a material reduction in quality or services. 
  8. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
  9. Governing Law and Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.
  10. Dispute Resolution By Binding Arbitration; Jury Trial Waiver; Class Action Waiver. For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Services or these Terms (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. In the event of any such controversy, dispute, demand, claim, or cause of action, the complaining party must notify the other party in writing thereof. Within 30 days of such notice, you and we agree to use reasonable efforts to attempt to resolve the dispute in good faith. If you and we do not resolve the dispute within 30 days after such notice, the complaining party may seek remedies exclusively through arbitration. Except as otherwise expressly provided by applicable law, the demand for arbitration must be made within a reasonable time after the controversy, dispute, demand, claim, or cause of action in question arose, and in any event within two years after the complaining party knew or should have known of the controversy, dispute, demand, claim, or cause of action.

    The arbitration will take place in the federal judicial district of your residence. As used in this Section, “we” and “us” mean the Company and its subsidiaries, affiliates, predecessors, successors, and assigns and all of our and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

    Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). You should review this Section carefully. To the maximum extent permitted by applicable law, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence or as otherwise provided in the Rules and Procedures within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding the agreement to arbitrate included in this Section, you and we may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence in order to maintain the status quo pending arbitration, and you and we hereby agree to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of your residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.

    Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

    You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS; MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) we will pay as much of your filing and hearing fees in connection with the arbitration as required by the Rules and Procedures and/or as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

    This Section will survive termination of these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (A) and (B) of this Section (prohibiting arbitration on a class or collective basis), if any part of this Section is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this Section will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If, however, either subpart (A) or (B) of this Section is found to be invalid, unenforceable, or illegal, then the entirety of this Section will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a controversy, dispute, demand, claim, or cause of action proceeds in court rather than in arbitration, the controversy, dispute, demand, claim, or cause of action will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence.

    If you wish to opt out of the agreement to arbitrate included in this Section, you must notify us of your election in writing within 30 days of the date that you first became subject to these Terms, or within 30 days of the effective date of any material change to these Terms, by sending a written notice to us by certified mail at the following address: 1406 Hether St Austin, TX 78704 Your opt-out notice must include your name, address, phone number, and email address.

    For more information on the AAA, the Rules and Procedures, and the process for filing an arbitration claim, you may call the AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. 
  11. Miscellaneous. These Terms constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate 1406 Hether St Austin, TX 78704 and must be delivered by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of its obligations hereunder.

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