Clever Credit

1. Our Terms of Service

These Terms of Service (“Terms”) between Clever Credit, its subsidiaries, affiliates, agents, service providers, and assigns ("Clever Credit," "us," "we," "our") and you ("you," "your"), the end user of our website (www.clevercredit.co) (the “Site”) and mobile app (the "App"), apply to your use of our products and services we may offer through this Site and the App from time to time, which we refer to collectively as our "Services". You can use our Services only if you can lawfully enter into and form contracts under applicable law. We may permit you to designate another person as an authorized user (“Authorized User”) of your Clever Credit Account(s) (defined in Section 6 below) and our Services, as described below. If you use our Services, you must do so in compliance with these Terms and with applicable law and are responsible for ensuring any Authorized User does the same. If you do not want these Terms to apply, please do not use our Services.

Some of our Services may be subject to additional terms, conditions, agreements, policies, guidelines, rules, and schedules, which will be posted on our website or made available separately from these Terms when the Service is offered ("Additional Terms"), including without limitation, our Privacy Policy, located at https://clevercredit.co/legal/privacy-policy/, and the AAA Rules (described below). Such Additional Terms are incorporated into and form a part of these Terms. If there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.

2. Changes to These Terms; Modifications to Services

We may change provisions of these Terms and any other agreement you have with us or any of our bank partners or service providers concerning any Service we make available to you, at any time, including when there are changes in our Services, technology, laws, or for other reasons. If we do, we will provide notice by posting the updated Terms on our Site or App and by updating the "Last Updated" date above. Any changed Terms will become effective when posted and will apply prospectively to your use of our Services. We will send you advance notice of such changes, if required by law. Your continued use of the Services following the effective date of any changes will constitute your acceptance of those changes. If you do not agree to any changed Terms, you must discontinue using our Services. We may discontinue, temporarily or permanently, our Services, or any part of our Services, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services.

3. We are a Platform, Not an Advisor

Our Services are generally designed to serve as an administrative platform only, providing you facilities and information for you to manage and make decisions about your finances. We are not a financial advisor, and our Services are not designed or intended to offer financial advice of any kind. You acknowledge and agree that you are not relying on us to provide advice regarding any financial matter.

4. Consent to Doing Business Electronically

Because our platform operates on the internet, you consent to transact business with us electronically. You agree that we may provide notices to you by electronic means, for example, by posting it on our Site or App, sending you an in-App message, emailing it to any email address that you have provided us, mailing it to any postal address that you have provided us, or sending it as a text message to any mobile phone number that you have provided us. All notices by any of these methods will be deemed received by you no later than the earlier of when received or posted or 24 hours after sent to the contact information you provided, except for notice by postal mail, which will be deemed received by you no later than the earlier of when received or 3 business days after it is mailed to the most recent address we have on file for you.

You consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any purpose, at any telephone number or physical or electronic address you provide or at which you may be reached. You represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number, including a mobile telephone number.

You agree we may contact you in any way, including short message service ("SMS") messages (including text messages), multimedia messaging service ("MMS"), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing systems or automatic texting systems. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine or voice mail or send one by text.

You consent to receive SMS messages, calls, and messages (including prerecorded, artificial voice, and autodialed or automatically texted) from us, our agents, representatives, affiliates, or anyone calling or texting on our behalf at the specific numbers you have provided to us, or numbers we can reasonably associate with your account (through skip trace, caller ID capture, or other means), with information or questions relating to you, your account, or our Services. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine or voicemail, or send a message by text. Calls may be recorded. You acknowledge and agree that standard call, message, and data rates apply. Consent to receive SMS messages is not required as a condition of purchase.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict your access or terminate your use of our Services. You consent that following such a request to unsubscribe, you may receive one final text message from us confirming your request and/or providing an alternative to access your account.

You also agree to receive alerts about your activity, balances, payments, suspicious activities, and other matters involving your use of the Site or App or the Services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted and may include your name and information pertaining to your account or use of the Site or App. We may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or device. You acknowledge and agree that standard call, message, and data rates changed by your carrier apply to all communications by or with us.

In the event you change or deactivate your mobile telephone number, email address, mailing address, or any other contact information you have provided, you agree to promptly update your contact information.

5. Our Privacy Policy

Our Privacy Policy is located at https://clevercredit.co/legal/privacy-policy/ and describes how we collect, use, and share your personal data. We are committed to protecting your personal data, and we consider this to be a vital part of our relationship with you.

Usage and Storage. You acknowledge that we may establish general practices and limits concerning use of our Services, including the maximum period of time that a user may retain data or other content using our Services and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded by our Services. You acknowledge that we reserve the right to terminate accounts that are inactive for a period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

De-Identified Data. As described in our Privacy Policy, as permitted by applicable law, we may share aggregated or de-identified data, so that it cannot reasonably be used to identify you. For example, we may share aggregated or de-identified information with third-party providers to permit them to make offers that are more relevant to you. Note, however, that third-party providers may have access to other information about you which is not provided by us, such as information which you voluntarily provide to them. Third-party providers may also share aggregated or de-identified data in accordance with their respective privacy policies.

6. Accessing and Using Our Services

Provision of Certain Services; Account Application. In the future, our Services may include access to and maintenance of certain consumer financial products and accounts (each, a “Clever Credit Account”) offered by one or more bank partners (each, a “Bank Partner”). You understand that the Bank Partner has sole discretion to approve or deny your application for a Clever Credit Account, or discontinue your Clever Credit Account, for any reason, subject to applicable law. We or the Bank Partner may limit or deny your access to any other aspect of the Service for any reason, subject to applicable law.

Account Registration; Security. You may be presented with the opportunity or requirement to register with us or create an online account to use certain parts of the Site or App (“Online Account”) or to apply for or open a Clever Credit Account. If you choose to do so, you agree to provide and maintain true, accurate, current, and complete information about yourself. When you create an Online Account, you may be required to pick a username, password, and/or other access credentials. Registration data and certain other information about you are governed by our Privacy Policy. You are responsible for maintaining the confidentiality of your Online Account and access credentials and for restricting access to your computer and any other devices you use to access your Online Account, and you agree to accept responsibility for all activities that occur under your Online Account or access credentials. You may not assign or otherwise transfer your Online Account to any other person, except to the extent that applicable Additional Terms permit you to add an Authorized User. You acknowledge that we are not responsible for third-party access to your Online Account, including access by an Authorized User and access that results from theft or misappropriation of your Online Account or access credentials. We reserve the right, in our sole discretion, to refuse or cancel Services, terminate Online Accounts, or remove or edit Content (as defined in Section 8 below). You agree to (a) immediately notify us of any unauthorized use of your access credentials or Online Account or any other breach of security and (b) ensure that you exit from your Online Account at the end of each session when accessing our Services. We will not be liable for any loss or damage arising from your failure to comply with this provision.

Authorized Users. You may be permitted to add one or more Authorized Users to your Clever Credit Account(s) or permit an Authorized User to use the Services. Subject to approval, this may include your minor child(ren). Any minor who uses the Services must do so only as authorized by their parent or legal guardian, who must themselves be of majority age. You acknowledge that these Terms will apply to you and each Authorized User, and you hereby expressly accept these Terms on behalf of yourself and each Authorized User. You further agree to and accept full responsibility for any Authorized User’s use of our Services, including but not limited to (a) any transactions made by an Authorized User on your Clever Credit Account; (b) any transaction made by an Authorized User even if the post date shown on your statement for that transaction occurs after the date you ask us to remove the Authorized User from your Clever Credit Account; (c) any transaction made by others if an Authorized User allows them to use your Clever Credit Account; (d) fees and charges resulting from any transaction made by an Authorized User or others if an Authorized User allows them to use your Account; and (e) any other financial charges and legal liability that an Authorized User may incur in connection with their use of your Clever Credit Account or an Online Account. You allow us to discuss your Clever Credit Account with an Authorized User, which includes giving him or her access to your transaction history and Clever Credit Account information. You also agree that an Authorized User may use and receive information about the Clever Credit Account the same way you do. By adding an Authorized User, you represent that you have permission from each one to allow us to share information about him or her as allowed by applicable law. This includes information we may get from you, any Authorized User, and information about their transactions and use of the Services.

7. Mobile Services; Special Terms Regarding Apple-Enabled Software Applications

We will offer Services available via a mobile device, including the ability to access certain features through the App (collectively, the “Mobile Services”). To the extent you access our Services, or send or receive any communications with us through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using our Mobile Services, you agree that we may communicate with you by SMS, MMS, text message, or other electronic means to your mobile device and, as a result, that certain information about your usage of our Mobile Services may be communicated to us.

The App and other Software (defined below in Section 12(a)) may be made available through the Apple, Inc. (“Apple”) App Store, Android Marketplace, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms are between you and us only, and not with the Distribution Channel. To the extent that you use any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.

With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:

1. Clever Credit and you acknowledge that these Terms are between Clever Credit and you only, and not with Apple, and that as between Clever Credit and Apple, Clever Credit, not Apple, is solely responsible for the Apple-Enabled Software and its content.
2. You may not use the Apple-Enabled Software in any manner that is in violation of, inconsistent with, or otherwise in conflict with the Usage Rules set forth for Apple-Enabled Software in the App Store Terms of Service.
3. Any license we may give you to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
4. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
5. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Clever Credit’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
6. Clever Credit and you acknowledge that Clever Credit, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
7. In the event of any third party claim that the Apple-Enabled Software or the end-user's possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between Clever Credit and Apple, Clever Credit, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
8. You represent and warrant that (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties.
9. If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Clever Credit as follows:
   • By email: [email protected]
   • By mail: PO BOX 3768, 1201 N Catalina Ave, Redondo Beach, CA 90277

Clever Credit and you acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary.

8. Prohibited Activities

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“Content”) that you upload, post, publish, display (hereinafter, “Upload”), email, or otherwise use via our Services. The following are examples of the kind of content and/or use that is illegal or prohibited. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this Section, including suspending or terminating the Online Account(s) and/or Clever Credit Account(s) of such violators, and reporting such violators to law enforcement authorities. You agree to not use our Services to:

1. Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any person; (ii) you do not have a right to Upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially or ethnically, or otherwise objectionable; or (vii) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying our Services, or which may expose us or our users to any harm or liability of any type;
2. Interfere with or disrupt our Services, servers, or networks connected to our Services, or disobey any requirements, procedures, policies, or regulations of networks connected to our Services;
3. Violate any applicable local, state, national, or international law, or any regulations having the force of law;
4. Create or control more than one Online Account or Clever Credit Account for yourself;
5. Send or receive what we or a Bank Partner reasonably believe may be fraudulent or unauthorized transactions;
6. Engage in activity that may result in complaints, disputes, chargebacks, reversals, fees, fines, penalties, or other liability or losses to you, us, a Bank Partner, other Clever Credit users, or third parties;
7. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
8. Solicit personal information from anyone under the age of 18;
9. Harvest or collect email addresses or other contact information of other users from our Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
10. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
11. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
12. Obtain, or otherwise attempt to access or obtain, any materials or information through any means not intentionally made available or provided for through our Services.

9. Territorial Restrictions

Software (as defined in Section 12(a) below) available in connection with our Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from our Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using our Services is at your sole risk. Recognizing the global nature of the internet, you agree to comply with all domestic and foreign laws regarding your use of our Services, including laws concerning online conduct and acceptable Content.

10. Commercial Use Prohibited

All Services we offer are intended solely for your personal use. Unless otherwise expressly authorized in these Terms or in our Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, upload, access, or use for any commercial purposes our Services or any part of our Services or those of third parties.

11. Illegal Transactions and Internet Gambling

You must not use our Services, including the Mobile Services, Services accessed through our Site, and your Clever Credit Account, for any illegal purpose or internet gambling. You must not use your Clever Credit Account to fund any account that is set up to facilitate internet gambling. We, a Bank Partner, or any of our service providers may deny transactions or authorizations from merchants that are apparently engaged in, or are identified as engaged in, the internet gambling business.

12. Intellectual Property Rights

1. Services Content, Software, and Trademarks. You acknowledge and agree that our Services may contain Content or features ("Services Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on our Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined in Section 12(c)) that you legally Upload to our Services. In connection with your use of our Services, you will not engage in or use any data mining, robots, scraping, or similar data-gathering or extraction methods. If you are blocked by us from accessing our Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (for example, by masking your IP address or using a proxy IP address). Any use of our Services or the Services Content other than as specifically authorized in these Terms is strictly prohibited. The technology and software underlying our Services or distributed in connection with our Services are the property of Clever Credit, our affiliates, and our partners (collectively, the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted in these Terms are reserved by us.

   The Clever Credit name and logos are our trademarks and service marks (collectively, the "Clever Credit Trademarks"). Other product and service names and logos used and displayed via our Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in these Terms, any Additional Terms, or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Clever Credit Trademarks displayed on our Services, without our prior written permission in each instance. All goodwill generated from the use of Clever Credit Trademarks will inure to our exclusive benefit.

2. Third-Party Material. Under no circumstances will we be liable in any way for any Content or materials of any third parties (including users), including for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. You acknowledge that we do not pre-screen Content, but that we and our designees will have the right (but not the obligation) in our and their sole discretion to refuse or remove any Content that is available via our Services. Without limiting the foregoing, we and our designees have the right to remove any Content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
3. User Content Transmitted Through our Services. With respect to the content or other materials you Upload through our Services or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title, and interest in and to User Content, including all copyrights and rights of publicity. By uploading any User Content, you grant and will grant us and our affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use User Content in any form, medium, or technology now known or later developed. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Services, submitted by you to us are non-confidential, and we will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You understand that the technical processing and transmission of our Services, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

13. Third-Party Providers

Products and services may be provided by us to you directly or by third-party providers, and we may receive compensation from third-party providers. If you enter into a transaction with a third-party provider, you are contracting directly with that third party and not with us. We do not guarantee or ensure the availability or terms of any product or service offered by a third-party provider. We are not responsible in any way for any product or service you obtain from a third-party provider. We do not personally endorse any third-party provider, and we make no guarantee that any information provided through our Services by any third party is accurate or complete. We have no control over the conduct of, or over any pricing or other information provided by, a third party (including their compliance with applicable law), and we disclaim all liability in this regard.

We may use third parties to gather and verify information about your financial accounts, including obtaining your authority and right to access these accounts, as well as manage and initiate transactions involving your accounts. You agree to provide true, accurate, complete, and current information about yourself and your accounts. You authorize us and these third parties to access the websites and sources of your financial accounts, on your behalf, and to gather information about you. You agree to the transfer, storage, and processing of your information by these third parties in accordance with their respective privacy policies. You give us and these third parties a limited power of attorney and appoint us and these third parties as your true and lawful attorney-in-fact, and agent, with full power of substitution and re-substitution, for you and in your name and place, in any capacity, to access third-party websites and sources, servers, or documents, retrieve information, and use this information, with full power and authority, to do anything with the information in connection with our Services. You license to us and these third parties any information, data, passwords, materials, or other content gathered. You agree that we and these third parties may use, modify, display, and distribute this content, create new material with it, and do the same with any new material. You understand and agree that our Services are not endorsed or sponsored by these third parties and that these third parties are third-party beneficiaries of these Terms with respect to the products and services provided by these third parties.

14. Third-Party Websites

Our Services may provide, or third parties may provide, links or other access to other sites and resources on the internet. We have no control over such sites and resources, and we are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Content, events, products, goods, or services available on or through any such site or resource. Any dealings you have with third parties found while using our Services are between you and the third party, and you agree that we are not liable for any loss or claim that you may have against any such third party.

We may enable logging in to certain Services via various online third-party services, such as social media and social networking services like Facebook or Twitter (“Social Networking Services”). To take advantage of this feature and capabilities, we may ask you to authenticate, register for, or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services, please see our Privacy Policy at https://clevercredit.co/legal/privacy-policy/. However, please remember that the manner in which Social Networking Services use, store, and disclose your information is governed solely by the policies of such third parties, and we have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Service. In addition, we are not responsible for the accuracy, availability, or reliability of any information, Content, goods, data, opinions, advice, or statements made available in connection with Social Networking Services. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

15. Indemnity and Release

You agree to release, indemnify, and hold us, our third-party providers, our and their affiliates, officers, employees, directors, and agents harmless from any and all losses, liabilities, damages, fines, penalties, fees, costs and expenses, including reasonable attorneys' fees, claims, proceedings and actions of any kind, and injury (including death) arising out of or relating to your use of our Services, any Content, your connection to our Services, your violation of these Terms, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. This Indemnity and Release will survive termination of these Terms.

16. Disclaimer of Warranties

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, THAT OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.

17. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLEVER CREDIT AND ANY THIRD-PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CLEVER CREDIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (a) THE USE OR THE INABILITY TO USE OUR SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, GOODS, AND SERVICES RESULTING FROM ANY PRODUCTS, GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (c) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (e) ANY OTHER MATTER RELATING TO OUR SERVICES. IN NO EVENT WILL CLEVER CREDIT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CLEVER CREDIT IN THE LAST SIX (6) MONTHS OR, IF GREATER, $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES. THIS SECTION WILL SURVIVE TERMINATION OF THESE TERMS.

18. Termination

You agree that we, in our sole discretion, may suspend or terminate your Online Account (or any part of your Clever Credit Account(s)) or use of our Services and remove and discard any Content within our Services, for any reason, including for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of our Services may be referred to law enforcement authorities. You agree that any termination of your access to our Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Online Account and all related information and files in your Online Account and/or bar any further access to such files or our Services. Further, you agree that we will not be liable to you or any third party for any termination of your access to our Services.

19. Interactions with Other Users

You agree that you are solely responsible for your interactions with any other user in connection with our Services, and Clever Credit will have no liability or responsibility for your interactions. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of our Services.

20. Security Interest

If you owe a debt to us, a Bank Partner, service providers, or any of our respective affiliates (either now or in the future), you grant us a right of setoff to, and a security interest in, all of your accounts with us to secure the debt. Debts include any overdrafts or fees you owe, as well as amounts owed us by another person or entity if you have guaranteed that you will pay their debts. Our security interest will be governed by Uniform Commercial Code Article 9 (as adopted by the applicable state law) whether Article 9 applies by its terms or not. We do not have to give you any prior notice to apply the funds. The right of setoff does not apply if the debt is created under a personal credit card plan.

21. General

These Terms constitute the entire agreement between you and us and govern your use of our Services, superseding any prior agreements between you and us with respect to our Services. You may also be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and Clever Credit agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California. The failure of Clever Credit, or any of its affiliates or service providers, to exercise or enforce any right or provision of these Terms or any other agreement you enter into in connection with our Services, will not constitute a waiver of such right or provision. If any provision of these Terms or any other agreement you enter into in connection with the Services is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these agreements remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without our prior written consent, but we may assign or transfer these Terms, in whole or in part, without restriction.

22. State Disclosures

California Residents. Under California Civil Code Section 1789.3, users from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

A married applicant may apply for a separate account. If a Bank Partner takes any adverse action pursuant to § 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, you have the right to obtain within 60 days a free copy of your consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that complies and maintains files on consumers on a nationwide basis.

Massachusetts Residents. Massachusetts law prohibits discrimination based upon marital status or sexual orientation.

New Jersey Residents. IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Ohio Residents. The Ohio laws against discrimination require that all creditors make credit equally available to all credit-worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law.

23. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration Section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Clever Credit, whether arising out of or relating to these Terms (including any alleged breach), our Services, any advertising, any aspect of the relationship, or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Clever Credit are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND CLEVER CREDIT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CLEVER CREDIT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS.

Pre-Arbitration Dispute Resolution

Clever Credit is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user's satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Clever Credit should be sent to PO BOX 3768, 1201 N Catalina Ave, Redondo Beach, CA 90277 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Clever Credit and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Clever Credit may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Clever Credit or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are or Clever Credit is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the terms of this Arbitration Agreement will control, unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Clever Credit and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of each's ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Clever Credit agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing, as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Clever Credit will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Clever Credit will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Clever Credit will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void. The remainder of these Terms will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Clever Credit agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of our Services, you may reject any such change by sending Clever Credit written notice within thirty (30) days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or the effective date of any subsequent changes to these Terms).

24. Contact Us

You may contact us by email at [email protected] or by mail at PO BOX 3768, 1201 N Catalina Ave, Redondo Beach, CA 90277.