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 * SOLUTIONS
   
   * * * BUSINESS TYPES
         
         Small Businesses
         
         For those businesses are just getting started and have less history.
         Typically 1-20 employees.
         
         Midsize Businesses
         
         For those businesses who've been at it for a while, and are between
         21-500.
     
     * * INDUSTRIES
         
         Construction
         
         For construction companies looking to streamline budgeting and expense
         management processes.
         
         Technology
         
         For fast-paced software businesses that need a platform that can keep
         up with their growth.
         
         Accounting Firms
         
         For accounting firms to streamline the spend and expense management of
         your clients making life easier for you and them.
         
         All Industries >
         E-commerce and Retail
         
         For e-commerce and retail companies that value uninterrupted
         advertising for their campaigns.
         
         Healthcare
         
         For healthcare providers to increase control over their finances with
         minimal time investment.
 * PRODUCTS
   
   * * * OVERVIEW
         
         Business Credit
         
         Fast and flexible credit for businesses of all sizes. Apply for a
         credit line in minutes.
         
         Spend Management
         
         Budgeting software that helps you take control of your budgets and
         spend smarter.
         
         Expense Management
         
         Expense management software that helps to simplify and streamline your
         expenses.
         
         AP Automation
         
         Intelligent accounts payable software that reduces time spent on AP by
         50%.
     
     * * FEATURES
         
         Virtual Cards
         
         Protect your business from fraud and overspending with Divvy virtual
         cards.
         
         Reimbursements
         
         Out-of-pocket expenses, card spend, and reimbursements all in one
         system.
         
         Rewards
         
         Every Divvy customer qualifies to earn rewards from their card spend.
         
         Reporting and Insights
         
         Catch abnormalities and keep your teams accountable with Divvy's
         reporting tools.
         
         Accounting Integrations
         
         Preserve your accounting processes with our built-in software
         integrations.
         
         Mobile App
         
         4.7/5 rated mobile app that brings budgets, virtual cards, and more
         into a single app.
         
         Payments Services
         
         Streamline your payables process with Divvy's free vendor payment
         solution.
 * PRICING
 * RESOURCES
   * All Resources
   * Guide to Business Finances
   * Business Templates
   * Blog
   * Product Updates
   * Case Studies
   * Help Center
   * Partners
   * Referral

Menu
 * SOLUTIONS
   
   * * * BUSINESS TYPES
         
         Small Businesses
         
         For those businesses are just getting started and have less history.
         Typically 1-20 employees.
         
         Midsize Businesses
         
         For those businesses who've been at it for a while, and are between
         21-500.
     
     * * INDUSTRIES
         
         Construction
         
         For construction companies looking to streamline budgeting and expense
         management processes.
         
         Technology
         
         For fast-paced software businesses that need a platform that can keep
         up with their growth.
         
         Accounting Firms
         
         For accounting firms to streamline the spend and expense management of
         your clients making life easier for you and them.
         
         All Industries >
         E-commerce and Retail
         
         For e-commerce and retail companies that value uninterrupted
         advertising for their campaigns.
         
         Healthcare
         
         For healthcare providers to increase control over their finances with
         minimal time investment.
 * PRODUCTS
   
   * * * OVERVIEW
         
         Business Credit
         
         Fast and flexible credit for businesses of all sizes. Apply for a
         credit line in minutes.
         
         Spend Management
         
         Budgeting software that helps you take control of your budgets and
         spend smarter.
         
         Expense Management
         
         Expense management software that helps to simplify and streamline your
         expenses.
         
         AP Automation
         
         Intelligent accounts payable software that reduces time spent on AP by
         50%.
     
     * * FEATURES
         
         Virtual Cards
         
         Protect your business from fraud and overspending with Divvy virtual
         cards.
         
         Reimbursements
         
         Out-of-pocket expenses, card spend, and reimbursements all in one
         system.
         
         Rewards
         
         Every Divvy customer qualifies to earn rewards from their card spend.
         
         Reporting and Insights
         
         Catch abnormalities and keep your teams accountable with Divvy's
         reporting tools.
         
         Accounting Integrations
         
         Preserve your accounting processes with our built-in software
         integrations.
         
         Mobile App
         
         4.7/5 rated mobile app that brings budgets, virtual cards, and more
         into a single app.
         
         Payments Services
         
         Streamline your payables process with Divvy's free vendor payment
         solution.
 * PRICING
 * RESOURCES
   * All Resources
   * Guide to Business Finances
   * Business Templates
   * Blog
   * Product Updates
   * Case Studies
   * Help Center
   * Partners
   * Referral

 * LOGIN
 * GET STARTED




TERMS OF SERVICE




PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE
SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU
MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. If you accept or agree to
these Terms and Conditions of Use on behalf of a company or other legal entity,
you represent and warrant that you have the authority to bind that company or
other legal entity to these Terms and conditions of Use and, in such event,
“you” and “your” will refer and apply to that company or other legal entity in
addition to you.

Terms and Conditions of Use

Last Updated: October 26, 2021

Please read the following to learn the rules and restrictions that govern your
use of our website(s) and mobile application(s) (“our Services”). If you have
any questions regarding these terms or our Services, please contact us
at support@divvypay.com.

These Terms and Conditions of Use (the “Terms”) are a binding contract between
you and DivvyPay, LLC (“Divvy,” “we”, “our” and “us”). Your use of our Services
in any way means that you agree and consent to all of these Terms, and these
Terms will remain in effect at all times while you use our Services. These Terms
include the provisions in this document, as well as those in the Privacy Policy.

Modification

We reserve the right, at our sole discretion, to modify, discontinue, or
terminate your use of our Services or to modify these Terms, at any time and
without prior notice. If we modify these Terms, we will post the modification on
our website or otherwise provide you with notice of the modification. We will
also update the “Effective Date” at the top of these Terms. By continuing to
access or use our Services after we have posted a modification, you are
indicating that you agree to be bound by the modified Terms. If the modified
Terms are not acceptable to you, your only recourse is to immediately cease
using our Services.

Certain portions of our Services may, or may in the future, have different terms
and conditions posted on our website may require you to agree with and accept
additional terms and conditions. We may, in our sole discretion, make premium or
different applications, software, or services available to you that are subject
to different terms and conditions and narrower licenses than as set forth
therein. If there is a conflict between these Terms and terms and conditions
posted for a specific portion of our Service, the latter terms and conditions
shall take precedence with respect to your use of or access to that portion of
our Services.

Privacy

See our current Privacy Policy for information and notices regarding our
collection and use of personal information. The Children’s Online Privacy
Protection Act (“COPPA”) requires that online service providers obtain parental
consent before they knowingly collect personally identifiable information online
from children who are under 13. We do not knowingly collect or solicit
personally identifiable information from children under 13; if you are a child
under 13, please do not attempt to register for our Services or send any
personal information about yourself to us. If we learn we have collected
personal information from a child under 13, we will delete that information as
quickly as possible. If you believe that a child under 13 may have provided us
personal information, please contact us at support@divvypay.com.

Eligibility

By accessing or using our Services you represent and warrant that: (i) you are
of legal age to form a binding contract, or, if you are a minor, you have your
parent’s permission to use our Services, and your parent has read and agrees to
these Terms on your behalf; (ii) all registration information you submit is
accurate, current and complete; (iii) you will maintain the accuracy and
completeness of such information; (iv) if you are accepting these Terms on
behalf of a company or other legal entity, you have the authority to bind that
company or legal entity to these Terms; (v) you represent and warrant that you
are (a) not located in a country subject to U.S. Government sanctions, embargos,
or are a person, group, or entity that has been designated by the U.S.
Government as a Specially Designated National (SDN) or “terrorist supporting”
country; (b) you are not listed on any U.S. Government list of prohibited or
restricted parties; and (c) you will not attempt to use the service directly or
indirectly to send money to a sanctioned country, person, group or entity  You
also certify that you are legally permitted to use and access our Services and
take full responsibility for the selection and use of and access to our
Services. These Terms are void where prohibited by law, and the right to access
our Services is automatically revoked in such jurisdictions.

Account Registration

In order to access our Services, you must register to create an account
(“Account”) and become a Divvy member. When registering you agree to: (a)
provide true, accurate, current and complete information about yourself (or, if
applicable, the corporate member you represent) as prompted by the registration
form (such information being the “Registration Data”) which includes name,
address, date of birth, Employee Identification Number, Social Security Number
and Beneficial Ownership information that will help us to identify you  (b) we
may also ask to see other identifying documents including your driver’s license
and related business documents(c) maintain and promptly update the Registration
Data to keep it true, accurate, current and complete. If you provide any
information that is untrue, inaccurate, not current or incomplete, or we have
grounds to suspect that such information is untrue, inaccurate, not current or
incomplete, we may suspend or terminate your account and refuse any and all
current or future use of our Services (or any portion thereof). 

You may not authorize any third party (other than, if applicable, the employees,
consultants or agents of the corporate member you represent) to access or use
our Services on your behalf. You are responsible for maintaining the
confidentiality of the user ID and password and are fully responsible for all
activities that occur under your user ID or password. You agree to immediately
notify us of any unauthorized use of your user ID or password or any other
breach of security. We cannot and will not be liable for any loss or damage
arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required
notices electronically, to that email address. From time to time, we will use
this email address to send you notifications about product updates and
improvements, company news and events, and updates from the Divvy community.

Fees and Payment

Some of our Services are free for Divvy members. If you choose to upgrade to
paid services or to provide payment information to us after being prompted to do
so, you agree to the pricing, payment, and billing policies as set forth (a)
herein, (b) on our website or the mobile application, and/or (c) if applicable,
in a separately executed or accepted purchase order. All fees paid for our
Services are non-refundable and non-transferable except as may be expressly
provided in these Terms. All fees and applicable taxes, if any, are payable in
United States dollars. You are solely responsible for the payment of, and shall
pay when due, all applicable sales and use taxes and similar fees now in force,
enacted, or imposed in the future on the delivery of our Services and/or any
related transactions.

If your selected package of our Services requires a recurring subscription fee,
such subscription fee will automatically renew, unless we terminate it, or you
notify us by email at support@divvypay.com of your decision to terminate your
current package of our Services. You must cancel any such package of our
Services before renewal in order to avoid billing of subscription fees for the
renewal term to your credit card. All fees and charges are nonrefundable and
there are no refunds or credits for partially used periods.

Security of User Login Credentials. Users are solely responsible for maintaining
the confidentiality of login credentials. To the extent allowed by law, you
accept responsibility for all activities on your account authenticated through
user login credentials, including all payment instructions provided to Divvy,
whether authorized or not.  Each user agrees to keep user login credentials
confidential and secure, and users will not give or make login credentials
available, directly or indirectly, to any unauthorized individual.  You
acknowledge and agree that if users allow, whether through action or inaction, a
person to gain access to login credentials, with or without permission, the user
is authorizing that person to use the Service, and you will be responsible for
all transactions that result from such access, even if they are unauthorized,
fraudulent, or you did not want the transactions performed.  

Commercially Reasonable Security Procedures. You acknowledge and agree that the
Our security procedures are a commercially reasonable method of verifying your
identity and payment instructions, providing security against unauthorized
payment instructions and fraud, and protecting your Divvy account.

Lost, Stolen or Compromised Account or Login Credentials. You agree to
immediately notify Divvy’s Customer Support  at support@divvypay.com if you
believe that your Divvy account has been compromised or accessed without
authorization, or any user’s login credentials have been lost, stolen or
compromised, or that someone has attempted or may attempt to make or request
payments through your Divvy account without authorization. 

Responsibility for Payment Instructions. To the extent allowed by law, you agree
to be bound by all payment instructions or transactions initiated in compliance
with Divvy’s security procedures and these Terms, whether or not authorized. 
You agree that you will be liable for all losses or payments resulting from the
theft, loss, compromise, or unauthorized use of your Divvy account or user login
credentials, unless: (a) you have notified Divvy of possible theft, loss,
compromise, or unauthorized use; and (b) we have had a reasonable opportunity to
act on that notice. You will also be responsible for any losses or unauthorized
payments resulting from any fraudulent or illegal compromise of your systems.
You agree that you will be responsible and liable for payments or transfers
containing inaccurate instructions or other errors, unless limited by law. 

Upon your timely report, we may, in our sole discretion, use good faith measures
to attempt to reverse and recover any unauthorized or erroneous payments or
transfers on your behalf, but Divvy will have no responsibility, obligation, or
liability in relation to such payments or transfers or any reversal or recovery
attempts.

Authorized Payers. By entitling a user to make payments through the Service (a
“Payer”), you represent and warrant to us that the Payer is authorized to
instruct Divvy to make payments and to initiate debit or credit entries, as
applicable, to or from any depository account which is linked to or otherwise
associated with the Services or from which payments are made using the Services
(“ Pay Account”), as provided under these Terms, the terms of the financial
institution holding the  Pay Account, and any applicable laws, regulations or
rules. You will be responsible for any and all payments requested or made by a
Payer, whether or not authorized by you.

Payment Instructions. When we receive a payment instruction from you or any
Payer, we will use commercially reasonable efforts to make and deliver the
payment, subject to these Terms, and you authorize us to debit your Pay Account
and remit funds on your behalf, all in accordance with the payment
instructions. You agree to be bound by any payment instructions that you or any
Payer provides to us, to the fullest extent allowed by law.

Rights We Reserve. Divvy reserves the right to limit or cap or to refuse to make
any payment transaction requested or initiated through the Service, for any
reason, in Divvy’s sole discretion, without Divvy incurring any liability to
you. By using the Service, you grant to us, and Divvy reserves the right to
suspend or cancel any payments requested or initiated by you or a Payer,
including if your Divvy account is not in good standing. In the event that we
suspend or cancel your payment, Divvy will credit the amount of any electronic
ACH debit(s) received by us to fund the payment to your  Pay Account, and you
authorize Divvy, in its sole discretion, to withhold and collect from any such
credit(s) any service fees or other amounts owed by you to Divvy.

Payment Instruction Authorizations. You authorize us to follow the payment
instructions that we receive from you or a Payer to pay a third party.  In order
to process payments more efficiently and effectively, we may alter payment data
or data formats for a third party, in our sole discretion and without notice to
you. Divvy reserves the right to refuse to make payments to any third party, in
Divvy’s sole discretion.

Debits. When You use the Service to pay a third party, you are responsible for
the payment amount and agree to fund the payment to Divvy. To fund the payment,
you authorize Divvy to process a debit from your Pay Account in the full amount
of each payment you or a Payer has requested. If a debit from your Pay Account
to fund a payment made by you through the Service is rejected  or returned by
your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE
RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE
RETURNED DEBIT DIRECTLY TO DIVVY WITHIN 5 BUSINESS DAYS.  You agree that we may
resubmit a returned or rejected debit to any Pay Account in our sole discretion.
You agree to pay all penalties, interest charges, late payment fees, service
fees, and/or interest related to the rejected or returned funding debit. If an
ACH debit processed by us from your Pay Account is rejected or returned for any
reason, we reserve the right to suspend all payments from your Divvy Account, or
to terminate your Divvy Account, all in our sole discretion in addition to other
rights and remedies we have under the law and these Terms.

ACH Debits from Your Payment Account.  You certify that your Pay Account is
enabled for ACH debits, and agree to reimburse Divvy for all penalties and fees
incurred if any funding ACH debit is returned because your Pay Account was not
properly configured to accept ACH debits.

Payment Cancellation. You understand and agree that when you authorize a payment
to be made to a third party through the Service, your authorization remains in
effect for up to 30 days. Payments that are scheduled but have not yet begun to
be processed may be cancelled and, if a change is needed, reissued, through your
Pay Account. Once Divvy has begun to process a payment, the payment cannot be
cancelled, and you must request to void the payment.   

Void Payment Requests. To stop a payment after Divvy has begun to process it,
you must request to void the payment through the Service (“Void Payment
Request”). If You submit a Void Payment Request, Divvy will use commercially
reasonable efforts to stop the payment, but you understand and agree that Divvy
may not be able to stop the payment. Divvy’s ability to stop a payment depends
on a number of factors, including but not limited to the payment method and
whether the payment has cleared the third party’s account. You agree that Divvy
will not have any liability for failing to stop a payment that has begun to
process. A Void Payment Request may be subject to a fee.

Rights We Reserve. Divvy reserves the right to expire, void or cancel any
payment if the payment is not deposited or otherwise received and processed by a
third party within a reasonable amount of time, as determined by Divvy in our
sole discretion. If we expire, void or cancel any payment, you authorize and we
will credit the amount of the payment to your Pay Account, less any service fees
or other amounts owed by you to Divvy.

You are solely responsible for the accuracy of the payment information or the
payment instructions provided to Divvy. If a payment is refused or returned,
Divvy will void the payment, unless Divvy in its sole discretion agrees to take
other action on the payment such as crediting or reissuing the payment. If a
returned or refused payment is voided, you authorize Divvy to credit the amount
of the payment to your  Pay Account, less any service fees or other amounts owed
by you to Divvy.

ACH Applicable Rules and Law. Your use of the Service will include your consent
and authorization for Divvy to process and originate electronic ACH debits and
credits. You agree that all electronic ACH transactions requested or processed
in connection with your Pay Account or your use of the Service are subject to
these Terms, the Operating Rules of the National Automated Clearing House
Association (“Nacha Rules”), and all other applicable laws, rules and
regulations, which may include Uniform Commercial Code Article 4A. For purposes
of the Nacha Rules, Divvy is an “Originator” or a “Third Party Service Provider”
or a “Third Party Sender.” Divvy reserves the right to refuse to make any
payment through the ACH Network, for any reason, in Divvy’s sole discretion.

Your Agreement and Representations. For purposes of ACH debits and credits, and
all electronic payments made or received through the Service, you: 

 * understand and agree that all payments processed through the Service are
   funded by an electronic withdrawal (an “ACH debit”) processed for Divvy
   through the ACH Network from the bank account of the party making payment
   (the “Payor”);
 * authorize Divvy to initiate and process ACH debits and credits in accordance
   with your payment instructions and as provided under these Terms;
 * agree to be subject to and comply with these Terms, the Nacha Rules, and all
   other applicable laws, rules and regulations; and 
 * represent and warrant that the third party you request to pay agrees, or you
   have the authority to agree on behalf of your third party that your request
   to pay, to be subject to and comply with these Terms, the Nacha Rules, and
   all other applicable laws, rules and regulations.

Returns and Maintaining Sufficient Funds. When using the Service, you understand
and agree that it may take more than 60 days for Divvy to receive notice of the
return or reversal of an ACH debit and/or to exercise any rights granted or
reserved under these Terms. You agree at all times to maintain sufficient funds
in your Pay Account to satisfy all obligations to Divvy in connection with your
Pay Account or your use of the Service, including returns, reversals, and
associated fees, and to add funds immediately if Divvy notifies you that your
funds are insufficient.

Ownership of Funds Collected for Payment. In the event that Divvy processes an
ACH debit or charges a card to fund a payment before Divvy makes the associated
bill payment disbursement, the funds collected through the ACH debit from your
Pay Account or through a charge to Your card will be held in a master bank
account owned by Divvy, as custodian and for the benefit of the Payor. These
funds may be commingled with other funds similarly collected and held by Divvy
for purposes of making payments requested through the Service. Even though the
funds will be held in an account owned by Divvy, the funds are held solely for
the benefit of the Payor, not Divvy, and the Payor will be principal with
respect to those funds.

License granted by Divvy

 * Subject to your compliance with these Terms, we grant you a limited
   non-exclusive, non-transferable license to download and install a copy of the
   application on your mobile device and run such copy of the application solely
   for your own personal or business use. Furthermore, with respect to any App
   Store Sourced Application (defined below), you will only use the App Store
   Sourced Application (i) on an Apple-branded product that runs the iOS
   (operating system software provided by Apple) and (ii) as permitted by the
   “Usage Rules” set forth in the Apple App Store Terms of Service. We reserve
   all rights in the application not expressly granted to you by these Terms.
 * Intellectual Property

We shall own and retain all right, title, and interest in and our Services
(except for any licensed content and software components included therein). You
agree not to reverse engineer, decompile, distribute, license, sell, transfer,
disassemble, copy, alter, modify, or create derivative works of our Services or
otherwise use our Services in any way that violates the use restrictions
contained in these Terms. We do not grant you any license, express or implied,
to any of our intellectual property or that of our licensors. You further
acknowledge and agree that any information regarding the design, “look and
feel”, specifications, components, functionality or operation and payment terms
and pricing (if applicable) of our Services is considered our confidential and
proprietary information (collectively “Divvy Confidential Information”).

You shall retain all right, title and interest in and to (a) all graphics,
images, files, data and other information transmitted by you to Divvy in
connection with its use our Services and (b) reports and other materials
generated by our Services following such transmission (collectively, “Member
Data”), provided, however, that you hereby grant to us a worldwide,
royalty-free, non-exclusive license to use (i) data generated as a result of
your use of our Services solely for purposes of (x) maintaining and improving
our Services and (y) providing you with access to special product offers and
promotions and (ii) non-identifiable, anonymous, aggregated data regarding your
use of our Services compiled by us.

Our graphics, logos, designs, page headers, button icons, scripts and service
names are registered trademarks, trademarks or trade dress of Divvy in the U.S.
and/or other countries. Our trademarks and trade dress may not be used,
including as part of trademarks and/or as part of domain names, in connection
with any product or service in any manner that is likely to cause confusion and
may not be copied, imitated, or used, in whole or in part, without our prior
written permission.

You shall retain all right, title and interest in and to all of your logos,
promotional graphics and related marketing designs (collectively, the “Member
Art”), provided, however, that you hereby grant to us a worldwide, royalty-free,
non-exclusive license to use the Member Art, as well as your corporate and/or
trade name, for purposes of fulfilling its obligations hereunder and marketing
our products and services to third parties.

General Prohibitions

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any content or
otherwise use our Services or interact with our Services in a manner that:

 1.  Infringes or violates the intellectual property rights or any other rights
     of anyone else (including us);
 2.  Violates any law or regulation, including any applicable export control
     laws;
 3.  Is harmful, fraudulent, deceptive, threatening, harassing, defamatory,
     obscene, or otherwise objectionable;
 4.  Jeopardizes the security of your Divvy account or anyone else’s (such as
     allowing someone else to log in to our Services as you)
 5.  Attempts, in any manner, to obtain the password, account, or other security
     information from any other user;
 6.  Violates the security of any computer network, or cracks any passwords or
     security encryption codes;
 7.  Runs Maillist, Listserv, any form of auto-responder or “spam” on our
     Services, or any processes that run or are activated while you are not
     logged into our Services, or that otherwise interfere with the proper
     working of our Services (including by placing an unreasonable load on our
     Services’ infrastructure);
 8.  “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating
     to our Services or Content (through use of manual or automated means);
 9.  Copies or stores any significant portion of the Content;
 10. Decompiles, reverse engineers or otherwise attempts to obtain the source
     code or underlying ideas or information of or relating to our Services.

A violation of any of the foregoing is grounds for immediate termination of your
right to use or access our Services.

Digital Millennium Copyright Act Notice

If you believe that your intellectual property rights have been violated by
something on our Services, please contact our copyright agent as follows:

DivvyPay, LLC

Attention: Copyright Agent

13707 S. 200 W., Suite 100

Draper, Utah 84020

and provide the following information:

 * A physical or electronic signature of a person authorized to act on behalf of
   the owner of an exclusive right that is allegedly infringed;
 * Identification of or a representative list of the work you believe has been
   infringed;
 * Identification of the material that is claimed to be infringing or to be the
   subject of infringing activity and that is to be removed or access to which
   is to be disabled, and information reasonably sufficient to permit us to
   locate the material;
 * Information reasonably sufficient to permit us to contact you;
 * A statement that you have a good faith belief that use of the material in the
   manner complained of is not authorized by the copyright owner, its agent, or
   the law; and
 * A statement that the information in the notification is accurate, and under
   penalty of perjury, that you are authorized to act on behalf of the owner of
   an exclusive right that is allegedly infringed

Links to Third-Party Websites

Our Services may now or in the future contain links to third-party websites,
advertisers, services, or resources that are not owned or controlled by Divvy.
You acknowledge and agree that Divvy has no control over and is not responsible
or liable for: (i) the availability or accuracy of such websites or resources;
or (ii) the content, products, privacy policies, practices, or services on or
available from such websites or resources. Links to such websites or resources
do not imply any endorsement by Divvy of such websites or resources or the
content, products, practices, privacy policies, or services available from such
websites or resources. You acknowledge sole responsibility for and assume all
risk arising from your use of any such websites or resources or the Content,
products, or services on or available from such websites or resources.
Additionally, your dealings with or participation in promotions of any third
parties, including payment and delivery of goods, and any other terms are solely
between you and such third parties. You agree that Divvy shall not be
responsible for any loss or damage of any sort relating to your dealings with
such third parties. We encourage you to be aware of when you leave our Services
and to read the terms and conditions and privacy policy of any third-party
website or service that you visit. You expressly relieve Divvy from any and all
liability arising from your use of any third-party website or services or
third-party content.

Termination and Account Cancellation

If you breach any of these Terms, we have the right to suspend, disable or
terminate your account or terminate these Terms, at our sole discretion and
without prior notice to you. We reserve the right to revoke your access to and
use of our Services at any time, with or without cause. In the event Divvy
terminates these Terms, you will remain liable for any and all amounts due
hereunder. You may cancel your Account at any time by sending an email
to support@divvypay.com.

Additional Terms

Neither we nor our licensors or suppliers make any representations or warranties
concerning any Content or information contained in or accessed through our
Services, and we will not be responsible or liable for the accuracy, copyright
compliance, legality, or decency of material (i) contained in or accessed
through our Services or (ii) you enter into our Services. We shall not be
responsible for the action of any third parties in connection with the Services.
We (and our licensors and suppliers) make no representations or warranties
regarding suggestions or recommendations of services or products offered or
purchased through our Services. Products and services purchased or offered
(whether or not following such recommendations and suggestions) through our
Services are provided “AS IS” and without any warranty of any kind from us or
others (unless, with respect to such others only, provided expressly and
unambiguously in writing by a designated third party for a specific product).
OUR SERVICES AND CONTENT ARE PROVIDED BY US (AND OUR LICENSORS AND SUPPLIERS) ON
AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF OUR SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

To the fullest extent allowed by applicable law, you agree to indemnify and hold
us and our affiliates, officers, agents, employees, and partners harmless from
and against any and all claims, liabilities, damages (actual and consequential),
losses, and expenses (including attorneys’ fees) arising from or in any way
related to any third party claims relating to (a) your use of our Services
(including any actions taken by a third party using your account), and (b) your
violation of these Terms. In the event of such a claim, suit, or action
(“Claim”), we will attempt to provide notice of the Claim to the contact
information we have for your account (provided that failure to deliver such
notice shall not eliminate or reduce your indemnification obligations
hereunder).

You may not assign, delegate or transfer these Terms or your rights or
obligations hereunder, or your Services account, in any way (by operation of law
or otherwise) without our prior written consent. We may transfer, assign, or
delegate these Terms and our rights and obligations without consent.

You agree that these Terms are governed by and will be construed under the laws
of the State of Utah, without regard to the conflicts of laws provisions
thereof. You also agree that any dispute arising from or relating to the subject
matter of these Terms shall be finally settled in Salt Lake County, Utah, in
English, in accordance with the Streamlined Arbitration Rules and Procedures of
Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by
one commercial arbitrator with substantial experience in resolving intellectual
property and commercial contract disputes, who shall be selected from the
appropriate list of JAMS arbitrators in accordance with such Rules. Judgment
upon the award rendered by such arbitrator may be entered in any court of
competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate
disputes, each party shall have the right to pursue injunctive or other
equitable relief at any time, from any court of competent jurisdiction. For all
purposes of this Agreement, the parties consent to exclusive jurisdiction and
venue in the state or federal courts located in, respectively, Salt Lake County,
Utah, or the District of Utah. Any arbitration under these Terms will take place
on an individual basis: class arbitrations and class actions are not permitted.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE
RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Our Services are provided “as is” and without warranty. You acknowledge and
agree that from time to time, our Services may be delayed, interrupted or
disrupted for an indeterminate period of time. Such events may include, without
limitation: server updates, software updates, power outages, equipment
malfunctions, natural disasters, attacks on infrastructure by hackers or
terrorists, and interruptions or delays in transmission by your
telecommunications carrier. We and our affiliates are not liable for any claim
arising from any such delay, interruption, disruption or similar failure. In no
event will we or our affiliate be liable for indirect, consequential or special
damages, including lost profits, arising from your use of our Service, even if
such damages were reasonably foreseeable and notice was given regarding them.
These limitations will apply to all causes of action, whether arising from
breach of contract, tort (including negligence) or any other legal theory.

You will be responsible for paying, withholding, filing, and reporting all
taxes, duties, and other governmental assessments associated with your activity
in connection with our Services, provided that we may, in our sole discretion,
do any of the foregoing on your behalf or for itself as it sees fit. The failure
of either you or us to exercise, in any way, any right herein shall not be
deemed a waiver of any further rights hereunder. If any provision of these Terms
is found to be unenforceable or invalid, that provision will be limited or
eliminated, to the minimum extent necessary, so that these Terms shall otherwise
remain in full force and effect and enforceable. You agree that these Terms are
the complete and exclusive statement of the mutual understanding between you and
us, and that it supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of these
Terms. You hereby acknowledge and agree that you are not an employee, agent,
partner, or joint venture of Divvy, and you do not have any authority of any
kind to bind us in any respect whatsoever. Except as expressly set forth in the
section below regarding the Apple specific terms and conditions, you agree there
are no third-party beneficiaries intended under these Terms.

You may not use, export, re-export, import, or transfer our Services except as
authorized by United States law, the laws of the jurisdiction in which you
obtained our Services, and any other applicable laws. In particular, but without
limitation, our Services may not be exported or re-exported: (a) into any United
States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s
list of Specially Designated Nationals or the U.S. Department of Commerce’s
Denied Person’s List or Entity List. By using our Services, you represent and
warrant that (i) 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 (ii) you are not listed on any U.S.
Government list of prohibited or restricted parties. You also will not use our
Services for any purpose prohibited by U.S. law, including the development,
design, manufacture or production of missiles, nuclear, chemical or biological
weapons.

Divvy agrees to maintain your data and run your services in a manner compliant
with PCI requirements, and an AOC is available upon request.

We do not discriminate on the basis of race, creed, color, ethnicity, national
origin, religion, sex, sexual orientation, gender expression, age, height,
weight, physical or mental ability, veteran status, military obligations, and
marital status.

Apple Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you
acknowledge and agree to the following provisions with respect to your use of
the iPhone, iPad or iPod Touch compatible version of the licensed mobile
application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Apple Inc.
(“Apple”) is not a party to these Terms and does not own and is not responsible
for the Licensed Application. Apple is not providing any warranty for the
Licensed Application, except if applicable, to refund the purchase price for it.
Apple is not responsible for maintenance or other support services for the
Licensed Application and shall not be responsible for any other claims, losses,
liabilities, damages, costs or expenses with respect to the Licensed
Application, including, without limitation, any third-party product liability
claims, claims that the Licensed Application fails to conform to any applicable
legal or regulatory requirement, claims arising under consumer protection or
similar legislation, and claims with respect to intellectual property
infringement. Any inquiries or complaints relating to the use of the Licensed
Application, including those pertaining to intellectual property rights, must be
directed to us at the address provided in the ‘Contact Us’ section of the
Licensed Application.

The license you have been granted herein is limited to a non-transferable
license to use the Licensed Application on any iPhone, iPad or iPod Touch device
that you own or control, as permitted by the usage rules set forth in the App
Store℠ Terms of Service. In addition, you agree to comply with the terms of any
third-party agreement that is applicable to you when using the Licensed
Application, such as your wireless data service agreement.

You hereby represent and warrant (i) 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 (ii) you are not listed on
any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Apple and Apple’s subsidiaries are third-party
beneficiaries of these Terms and that, upon your acceptance of the terms and
conditions of these Terms, Apple will have the right (and will be deemed to have
accepted the right) to enforce this Terms of Use agreement against you as a
third-party beneficiary thereof.

Apple, iPhone, iPad, and iPod Touch are trademarks of Apple Inc., registered in
the U.S. and other countries. Apple Watch is a trademark of Apple Inc. App Store
is a service mark of Apple Inc.

Alphabet (Google/Android) Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you
acknowledge and agree to the following provisions with respect to your use of
the Android-compatible version of the licensed mobile application (also called
the “Licensed Application”).

This Licensed Application is an agreement between you and us. Alphabet Inc.
(“Alphabet”) is not a party to these Terms and does not own and is not
responsible for the Licensed Application. Alphabet is not providing any warranty
for the Licensed Application, except if applicable, to refund the purchase price
for it. Alphabet is not responsible for maintenance or other support services
for the Licensed Application and shall not be responsible for any other claims,
losses, liabilities, damages, costs or expenses with respect to the Licensed
Application, including, without limitation, any third-party product liability
claims, claims that the Licensed Application fails to conform to any applicable
legal or regulatory requirement, claims arising under consumer protection or
similar legislation, and claims with respect to intellectual property
infringement. Any inquiries or complaints relating to the use of the Licensed
Application, including those pertaining to intellectual property rights, must be
directed to us at the address provided in the ‘Contact Us’ section of the
Licensed Application.

The license you have been granted herein is non-exclusive, worldwide, and
perpetual to perform, display, and use the Licensed Application on the device.
In addition, you agree to comply with the terms of any third-party agreement
that is applicable to you when using the Licensed Application, such as your
wireless data service agreement.

You hereby represent and warrant (i) 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 (ii) you are not listed on
any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Alphabet and Alphabet’s subsidiaries are
third-party beneficiaries of these Terms and that, upon your acceptance of the
terms and conditions of these Terms, Alphabet will have the right (and will be
deemed to have accepted the right) to enforce these Terms you as a third party
beneficiary thereof.

Alphabet, Google, Google Play, Android and other marks are trademarks of
Alphabet Inc., registered in the U.S. and other countries.

Divvy Bill Payment Agreement – Terms and Conditions

This agreement (Agreement) explains the current terms and conditions of the
Divvy Bill Pay service, which is provided by MVB Bank, Inc. (Bank, we, us, and
our), a West Virginia state-chartered bank, FDIC Insured, to the Customer named
in the “Bill Pay Enrollment and Certification of Beneficial Ownership”
(Customer, you, and your). Please read this Agreement carefully and keep a copy
for your records. If you have any questions, please contact us. THE SERVICES ARE
INTENDED FOR COMMERCIAL ACCOUNTS ONLY AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD
USES.

 1. ACCEPTANCE OF THIS AGREEMENT

You accept this Agreement and consent to all of the terms and conditions set
forth if you expressly accept this Agreement electronically or in writing, use
any Services provided under this Agreement, or do not cancel your access to all
Services within 30 days of receiving any Service. You may, however, reject the
“Arbitration” section as explained below.

 2. CHANGES TO THIS AGREEMENT

We may change the terms of this Agreement, including fees and charges for the
Services, from time to time, which may include adding, modifying or deleting any
term to this Agreement. If required by law, we will give you advance written
notice of the change(s) and/or a right to reject the change(s). Oral
modifications to this Agreement are not permitted.

3 .THE BILL PAY SERVICES

The bill payment services (the Services) made available under this Agreement are
intended to provide you with the ability to initiate funds transfers from your
designated Payment Account to a Payee in payment of a bill or invoice from such
Payee. The Services are provided to you by Bank. DivvyPay, LLC (Service
Provider) provides services to Bank in connection with Bank’s provision of the
Services, including maintaining software that permits access to the Services
(the Platform). Any funds that you transmit using the Services as a payment
method will be transferred to a pooled deposit account held by Bank. Bank
acknowledges that the funds held in the pooled deposit account may be eligible
for FDIC insurance, but does not guarantee that the funds are insured. Except as
specifically set forth in this Agreement, Bank has no responsibility to perform
the Services or fulfill any obligations under the Agreement. Additionally, your
access and use of the Platform to access the Services is conditioned on any
terms of use posted on the Platform.
When using the Services, you will have the ability to approve payments of bills
and/or invoices through the Platform. Such approvals

must be made through the Platform on a Business Day, and prior to the
established cut- off time for such Business Day (the Cut-Off Time), to count as
being made that day. Any approvals that are made on a day other than a Business
Day, or after the Cut-Off Time for such Business Day, will be treated as if made
the following Business Day. The applicable Cut-Off Time is 5:00 pm Eastern
Standard Time for the Platform and next to the Platform’s payment funding
button. Each Business Day, all payment approvals deemed as received during the
Business Day will be totaled and the total amount of such payments will be
transferred from the designated Payment Account(s) to an account owned by Bank.
This account will only be used for funding payment transfers pursuant to the
Services.

Bank will then transfer each approved payment to the designated Payee, subject
to the terms and conditions of this Agreement. Funds generally will be delivered
to a Payee within eight (8) Business Days from when payment is withdrawn from
the Payment Account. Notwithstanding any other term in this Agreement, we may in
our sole discretion choose to impose limits on the amount or frequency of
payments, delay or cancel any payment, or suspend your ability to make payments
using the Services.

4 .THE PAYMENT ACCOUNT

To use the Services, you must provide us with access to a Payment Account and
link that Payment Account to the Services using the Platform. Any Payment
Account that you provide for use with the Services must be an account that is
used solely for business or commercial purposes and is not used for any
personal, family, or household purposes. By providing an account as a Payment
Account, you are representing to us that the Payment Account is solely used for
business or commercial purposes. You further represent that you may authorize
transactions from such Payment Account without the consent or approval of any
other person. Your access to and use of the Services is conditioned on
compliance with this provision, and you agree that neither Bank nor Service
Provider will have any liability for any reason if you are not in compliance
with this provision. The Services are only for business or commercial payments
from a business account.

5 .PAYMENT AUTHORIZATION

By approving or otherwise initiating a payment through the Services, you
authorize Service Provider to provide instructions to Bank to initiate and
complete such payment on your behalf. In order to process payments more
efficiently and effectively, Bank may edit or

alter payment data or data formats in accordance with Payee directives. When you
provide instructions using the Services, you are authorizing Bank to initiate an
electronic funds transfer, or other payment method chosen by Bank, from your
designated Payment Account in the amount specified in the approval or other
payment instructions. You are solely responsible for complying with any terms
set by the financial institution holding your Payment Account, including any fee
terms, such as non-sufficient fund or overdraft fee terms. If you are entitled
to a reversal, refund, or other adjustment associated with a payment made using
the Services, you also authorize Service Provider and Bank to credit your
Payment Account to complete that transaction. The Services will use its best
efforts to make all your payments properly. However, Bank shall incur no
liability if the Services are unable to complete any payments initiated by you
because of the existence of any one or more of the following circumstances: (a)
if, through no fault of the Services, your Payment Account does not contain
sufficient funds to complete the transaction or the transaction would exceed the
credit limit of your overdraft account; (b) the payment processing service
center is not properly working and you know or have been advised by the Services
about the malfunction before you execute the transaction; (c) you have not
provided the Services with the correct Payment Account information or the
correct name, address, phone number, or account information for the Payee;
and/or (d) circumstances beyond control of Bank prevent the proper execution of
the transaction and the Services have taken reasonable precaution to avoid those
circumstances. Provided none of the foregoing exceptions are applicable, if the
Services causes an incorrect amount of funds to be removed from your Payment
Account or causes funds from your Payment Account to be directed to a Payee
which does not comply with your payment instructions, the Services shall be
responsible for returning the improperly transferred funds to your Payment
Account. No party shall be liable for consequential or indirect damages.

 6. PAYMENT METHODS

We may, in our sole discretion, select any payment method to transfer funds on
your behalf to a payee or between you and Bank. These payment methods may
include, without limitation, use of a virtual card or other transaction through
a payment card network; an automated clearing house (ACH), wire, or other
electronic funds transfer; or a check or draft. To the extent that ACH
transactions are used, you agree to be bound by the NACHA Operating Rules.

 7. PROHIBITED PAYMENTS

By entering into this Agreement, you certify that you are at least 18 years of
age or older. You are prohibited from using the Services to make payments to
anyone outside of the United States; to make payments that would facilitate
illegal conduct or that involve funds derived from illegal conduct; to make
payments for amounts not associated with a bill or invoice from the designated
Payee; to breach any agreement to which you are bound; to engage in any internet
or gambling transactions whether or not gambling is legal in any applicable
jurisdiction; to engage in any activity or business that would result in you
being or becoming a “money services business” as defined in the Bank Secrecy Act
and its implementing regulations; to make payments from a Home Equity Line of
Credit (HELOC) account; to engage in any transaction or activity that is not
specifically authorized and permitted by this Agreement; and to make payments
for any purpose other than a business or commercial purpose. You agree that you
will not use the Services to make payments for any personal, family, or
household purpose and will only use the Services for commercial or business
purposes. You acknowledge and agree that Bank has no obligation to monitor your
use of the Services for transaction and activity that is impermissible or
prohibited under the terms of this Agreement; provided, however, that Bank
reserves the right to decline to execute any transaction or activity that Bank
believes violates the terms of this Agreement.

 8. PAYEES

You represent to Bank and Service Provider that you have performed appropriate
due diligence on any Payee or other person to which payments using the Services
are requested and that you are not relying on any “know your customer” or other
due diligence performed by Bank or Service Provider. You acknowledge that
neither Bank nor Service Provider are responsible for any illegality that may
arise due to a payment made using the Services and you assume all responsibility
for such payments. You will indemnify Bank and Service Provider for any loss
that either might incur because a Payee you have chosen is associated with any
illegal activity. We may choose, in our sole discretion, to limit, suspend, or
refuse to make payments to any Payee or other person to which payments using the
Services are requested and you agree that we shall have no liability for
choosing or not choosing to do so.

 9. FEES, CHARGES, AND COSTS

We currently do not assess any fees for making payments using the Services.
Applicable fees and charges for other services provided in connection with the
Services: no fees applicable at this time, exceptions may apply. We reserve the
right to modify the Fee Table at any time, and it is your obligation to be aware
of any and all applicable fees. You will reimburse us immediately upon demand
for any costs or losses we incur due to returned payments or misuse of the
Services, such as fees or costs imposed by another financial institution.

 10. SECURITY

You agree not to give or make available your password or other means to access
the Services or any Payment Account to any unauthorized individuals. You are
responsible for all payments you authorize using the Services. You must access
the Platform and the Services only after such access has been verified and
authenticated pursuant to the Platform’s Security Procedures. You agree that
such Security Procedures are commercially reasonable and that we may deem any
payment instructions issued pursuant to the Services as valid and authorized if
such Security Procedures were followed. You assume all liability for all
payments initiated after such Security Procedures have been followed, even if
you did not intend for such payment to occur or you did not actually authorize
such payment.

 11. UNAUTHORIZED USE

If you suspect an unauthorized payment from any of your accounts in connection
with the Services, you must contact us immediately. Our contact information is
provided on the Platform. An immediate telephone call to us is the best way to
reduce any possible losses. You assume all liability for any unauthorized use of
the Services and agree that Bank and Service Provider are not liable for any
unauthorized payments made using the Services. You further assume full
responsibility for the security and confidentiality of your passwords and any
other access method for the Services. However, if you provide notice of
suspected or actual unauthorized payments, we will use commercially reasonable
efforts to prevent further unauthorized payments.

 12. ERROR RESOLUTION

In case of errors or questions about any transactions using the Services, you
must notify us promptly. Your notice to us must include your name, your Services
account number, why you believe it is an error or why you need more information,
and the dollar amount of any suspected error. If we do not receive appropriate
notice from you regarding an error within sixty (60) days of such error being
reflected in any transaction summary or other information provided to you on the
Platform or reflected on a statement for your Payment Account, then we will have
no obligation to address the error even if we otherwise might be so obligated.

 13. RETURNED AND DELAYED PAYMENTS

In using the Services, you understand that payments may be returned, for
example, due to invalid information being provided, the inability to locate a
Payee account, or a Payee account being paid in full. Neither Bank nor Service
Provider are responsible for any returned payments for any reason. In some
instances, you will receive a return notice from the Services. Additionally, due
to circumstances not directly within our control, such as delays in handling and
posting payments by other financial institutions or Payees, Payees’ inability to
accept a form of payment, or other delays in the payment clearing process, some
transactions may take longer to be credited to a Payee account to which you have
made a payment. You agree that we are not responsible for any delays in payment
for any reason.

 14. CANCELLING OR STOPPING PAYMENTS

If you provide advance approval for a payment, you may cancel any such payment
within the Platform so long as (i) such cancellation occurs before the Cut-Off
Time, as defined in Section 3, on the day that such approval is scheduled to be
effective, and (ii) processing of the payment has not yet begun. After the
Cut-Off Time, as defined in Section 3, on the approval’s effective date or once
processing has begun, then a payment cannot be cancelled or edited. If the
processing for a payment has begun, then you may request that we attempt to stop
the payment. We will use reasonable efforts to stop such payments, but you agree
that neither Bank nor Service Provider will have any liability in connection
with any stop payment request and that we may be unable to stop a payment. Any
request to stop a payment must include the Payee name, the Payee account number,
and the amount and date of the payment request. If you request that we stop a
payment by phone, then we may require you to confirm such request in writing. If
we incur any fees, charges, or costs from a third party because you have
cancelled or stopped a payment, then you will promptly reimburse us.

 15. EXCEPTION PAYMENTS.

Tax payments and court-ordered payments may be scheduled through the Service,
however, such payments are discouraged and will be scheduled at your own risk.
In no event shall the Services or Bank be liable for any claims or damages
resulting from your scheduling of these types of payments.

 16. PRIVACY POLICY AND INFORMATION SHARING

Your use of the Services is subject to Bank’s Privacy Policy, available at
https://getdivvy.com/privacy. This Privacy Policy describes how Bank uses and
discloses information about the users of the Services and or the Platform. By
using the Services or the Platform, or otherwise consenting to this Agreement,
you agree to the terms of the Privacy Policy, which is incorporated by
reference. Additionally, except as prohibited by law, you authorize Bank and
Service Provider to share information about you with the other, including
without limitation, information regarding your use of the Services, your
activity on the Platform, transactions involving a Payment Account, and
information about you relating to or arising from other Divvy-branded products.
Bank and Service Provider may use such information shared with the other for any
lawful purpose. Without limiting the foregoing, such sharing and use may
include:

 * Sharing your information relating to the Services, including any application
   or sign up process for the Services, to facilitate opening or managing
   another Divvy- branded product;
 * Sharing your information relating to another Divvy-branded product, including
   the application or sign up process for such product, to facilitate your
   access to the Services under this Agreement or managing the Services;
 * Sharing information regarding you in connection with the Services, the
   Platform, and/or other Divvy-branded products to detect, prevent, or
   investigate fraud or illegal conduct and to manage other risks;
 * Sharing information to facilitate transactions and services that you request;
 * Responding to governmental inquiries and legal process; and
 * Any other lawful business purposes of Bank or Service Provider.

 18. INTERNET DISCLAIMER

Bank does not, and cannot, control the flow of any documents, files, data, or
other information via the internet, whether to or from Bank’s network, or other
portions of the internet or otherwise. Such flow depends in large part on the
performance of internet services provided or controlled by third parties.
Actions or inactions of third parties can impair or disrupt your connections to
the internet (or portions thereof). Bank cannot guarantee that such events will
not occur. Accordingly, Bank disclaims any and all liability arising out of,
resulting from or related to, such events, and in no event shall Bank be liable
for any damages of any kind (whether in contract, in tort, or otherwise) that
are attributable or in any way related to the internet infrastructure or your or
Bank’s ability or inability to connect to the internet. You understand that,
while Bank and its service providers have established certain security
procedures, such as firewalls, codes, and/or data encryption designed to

prevent unauthorized access to your accounts or transactions, there can be no
assurance that inquiries or transaction activity will be completely secure. You
agree that Bank is not responsible for any such unauthorized access, delays, or
malfunctions, and Bank is not responsible for the acts of third parties.

 19. CONSENT TO ELECTRONIC DELIVERY OF NOTICES

You agree that any notice or other type of communication provided to you
pursuant to the terms of this Agreement, and any future disclosures required by
law, including electronic fund transfer disclosures, may be made electronically
by posting the notice on the Platform or e-mailing you, to the extent allowed by
law. Any notice we send you will be deemed to have been received by you within
three days of being sent. If any of your accounts has more than one co-owner,
notice to any one co-owner will be considered effective notice to all. You may
request a paper copy of the information up to sixty days after receiving our
electronic message. You agree to notify us immediately of any change in your
email address.

 20. TERMINATION OF THE SERVICES

You may terminate the Services at any time by indicating that you wish to
terminate by contacting us at the e-mail address or customer service telephone
number set forth in the terms of use for the Platform, at
https://getdivvy.com/terms-conditions. We will treat a valid termination request
from you through the Platform as effective on the following Business Day. We
also may, but are not required to, honor any termination request that you
provide through other means. If we do so, then we may treat the termination
request as effective up to ten (10) Business Days after receipt. When your
termination request is effective, we will cancel any pending payments, but we
are not required to stop any payments that are already in progress. You will
remain responsible for any amounts you owe us under this Agreement. We may
terminate your access to the Services and/or this Agreement at any time and for
any reason without notice unless required by law.

 21. GOVERNING LAW

This Agreement is governed by applicable federal law and by West Virginia law.
However, in the event you default, and we file a lawsuit to recover funds loaned
to you, the statute of limitations of the state where the lawsuit is filed will
apply, without regard to that state’s conflicts of laws principles or its
“borrowing statute.”


LEGAL NOTICES

All notices relating to legal actions, including bankruptcy notices, must be
sent to us at MVB Bank, Inc. c/o DivvyPay, LLC, ATTN: Legal, 13707 S. 200 W.,
Suite 100, Draper, UT 84020. Legal notices sent to any other address will not
satisfy any legal requirement that you provide notice to us.

 22. ARBITRATION

RIGHT TO REJECT ARBITRATION. IF YOU DO NOT WISH THIS AGREEMENT AND THE SERVICES
TO BE SUBJECT TO THE FOLLOWING ARBITRATION PROVISION, YOU MUST ADVISE US IN
WRITING AT MVB BANK, INC. C/O DIVVYPAY, LLC, ATTN: LEGAL, 13707 S. 200 W., Suite
100, DRAPER, UT 84020. YOU MUST CLEARLY PRINT OR TYPE YOUR NAME AND ACCOUNT
NUMBER AND STATE THAT YOU REJECT ARBITRATION. YOU MUST GIVE WRITTEN NOTICE; IT
IS NOT SUFFICIENT TO TELEPHONE US. WE MUST RECEIVE YOUR LETTER OR E-MAIL WITHIN
SIXTY (60) DAYS AFTER YOU GAIN ACCESS TO THE SERVICES OR YOUR REJECTION OF
ARBITRATION WILL NOT BE EFFECTIVE.

This paragraph describes how all Claims (as defined below) will be arbitrated,
at the election of you or us, on an individual (non- class, non-representative)
basis instead of litigated in court.

Definitions. The term Claim means any claim, dispute, or controversy between you
and us or the Service Provider arising from or relating to this Agreement, the
Services or the Platform, or any payment or transaction relating to or arising
from the Services, the Platform, or any Payment Account, as well as any related
or prior agreement that you may have had with us or the Service Provider, or the
relationships resulting from this Agreement, including the validity,
enforceability or scope of this arbitration provision or the Agreement. Claims
arising in the past, present, or future, including Claims arising before the
execution of this Agreement, are subject to arbitration. Claim includes, without
limitation, claims that arise from or relate to any application for the Services
or any advertisements, promotions, or statements related to the Services or the
Platform. For purposes of this Arbitration provision, you and us also includes
any corporate affiliates, any licensees, predecessors, successors, assigns, any
purchaser of any accounts, all agents, employees, directors and representatives
of any of the foregoing, and other persons referred to below in the definition
of Claim. Claim includes claims of every kind and nature, including but not
limited to initial claims, counterclaims, cross-claims, third-party claims, and
claims based upon contract, tort, fraud, and other intentional torts, statutes,
regulations, common law, and equity. Claims and remedies sought as part of a
class action, private attorney general action, or other representative action
are subject to arbitration on an individual (non-class, non-representative)
basis, and the arbitrator may award relief only on an individual (non-class,
non-representative) basis. Claim also includes claims by or against any third
party relating to or arising from your Card, your Account, or this Agreement.
The term Claim is to be given the broadest possible meaning that will be
enforced. Administrator means the American Arbitration Association, 120
Broadway, Floor 21, New York, NY 10271, www.adr.org, (800) 778-7879; or JAMS,
18881 Von Karman Ave., Suite 350, Irvine, CA 92612, www.jamsadr.com, (949)
224-1810.

Right to Elect Arbitration. We OR you have the right to require that each Claim
be resolved by arbitration on an individual (non-class, non- representative)
basis. A Claim will be arbitrated if (1) both we and you or (2) only one or the
other of we or you, exercise the right to require that the Claim be arbitrated.
If, for example, we exercise our right to require that the Claim be resolved by
arbitration, but you do not also exercise your right to require that the Claim
be arbitrated, the Claim will be resolved by arbitration. If neither we nor you
request arbitration, the Claim will not be resolved by arbitration and instead
will be litigated in court. We will not elect arbitration for any Claim you file
in small claims court, so long as the Claim is individual and pending only in
that court. The arbitrator’s authority to resolve Claims is limited to Claims
between you and us alone, and the arbitrator’s authority to make awards or
decisions is limited to you and us alone. Furthermore, Claims between you and us
may not be joined or consolidated in arbitration with Claims brought by or
against someone other than you, unless otherwise agreed to in writing by all
parties. However, multiple persons using the Services, or corporate affiliates,
are considered one person for the purposes of this paragraph. No arbitration
award will have any preclusive effect as to issues or claims in any dispute
involving anyone who is not a party to the arbitration. This arbitration
provision is made pursuant to a transaction involving interstate commerce and
will be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. § 1, et seq.).

No Jury Trial or Class Claims. If we or you request arbitration of a Claim, we
and you will not have the right to litigate the Claim in court. This means (1)
there will be no jury trial on the Claim, (2) there will be no pre-arbitration
discovery except as the Administrator’s rules permit, and (3) no Claim may be
arbitrated on a class-action, private attorney general, or other representative
basis, and neither we nor you will have the right to participate as a
representative or member of any class or group of claimants pertaining to any
Claim subject to arbitration. We or you may elect to arbitrate any Claim at any
time unless it has been filed in court and trial has begun or final judgment has
been entered.

Initiation of Arbitration. The party initiating an arbitration shall select an
Administrator from the organizations listed above. If none of the Administrators
listed above will accept the arbitration, the arbitration will be administered
by an administrator, or adjudicated by an arbitrator, upon which you and we
agree in writing. The arbitration shall be governed by the procedures and rules
of the Administrator and this Agreement, which need not apply federal, state or
local rules of procedure and evidence. The Administrator’s procedures and rules
may limit the discovery available to you or us. You can obtain a copy of an
Administrator’s procedures and rules by contacting the Administrator. A single,
neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer
with at least ten years’ experience or a retired or former judge, selected in
accordance with the rules of the Administrator. In the event of any conflict or
inconsistency between this arbitration provision and the Administrator’s rules
or other provisions of this Agreement, this arbitration provision will govern.
The arbitrator will take reasonable steps to protect customer account
information and other confidential information if requested to do so by you or
us. Arbitration hearings for Claims by or against you will take place in the
federal judicial district in which you reside. At the end of the arbitration,
the arbitrator will decide if you have to repay the advance (and if you do have
to repay, you agree to do so). Unless applicable law requires otherwise, we will
pay our, and you will pay your, lawyers’, experts’, and witnesses’ fees. The
arbitrator will apply applicable substantive law consistent with the FAA and
applicable statutes of limitations, will honor claims of privilege recognized at
law, and will have the power to award to a party any damages or other relief
provided for under applicable law. The arbitrator will make any award in writing
and, if requested by you or us, will provide a brief statement of the reasons
for the award.

Arbitration Award and Appeals. Judgment upon the arbitrator’s award may be
entered in any court with jurisdiction. The arbitrator’s decision regarding any
claims will be final and binding, except for any appeal right under FAA. The
appealing party will pay the appeal costs. This agreement to arbitrate shall
survive any suspension, termination, revocation or closure of the Agreement or
your Account, and any bankruptcy to the extent consistent with applicable
bankruptcy law.

Enforcement of this Provision. If any part of this arbitration provision cannot
be enforced, the rest of the arbitration provision will continue to apply.
However, an arbitrator cannot enlarge his or her authority over the adjudication
of Claims beyond that provided by this arbitration provision by enforcing only
part of this arbitration provision. If an arbitrator determines that applicable
law requires this arbitration provision to be enforced in a way that would
result in greater authority over Claims than otherwise allowed, such as the
adjudication of claims on a class or representative basis, then the arbitrator
must decline to hear the dispute and shall refer the parties to a court or other
body with sufficient authority. In the event of any conflict or inconsistency
between this arbitration provision and the Administrator’s rules or other
provisions of this Agreement, this arbitration provision will govern.

 23. OTHER TERMS

If any part of this Agreement is found to be invalid, the rest of it will still
remain in effect (except as noted in “Arbitration” section above). We may delay
or not enforce any of our rights under this Agreement without losing or waiving
any of them. We may sell, assign or transfer your Account and/or our rights and
obligations under this Agreement (or any portion thereof) without notice to you.
You may not sell, assign or transfer your Account or your rights and obligations
under this Agreement without obtaining our prior written consent. Nothing
contained in this Agreement shall be construed as constituting or creating a
partnership, joint venture, agency, or other association or relationship between
you and us. To the extent that either party undertakes or performs any duty for
itself or for the other party as required by this Agreement, the party shall be
construed to be acting as an independent contractor and not as a partner, joint
venturer, or agent for the other party. In no event shall we be liable to you
for any failure or delay in performance wholly or in part due to causes or
circumstances beyond our reasonable control including, but not limited to the
following: acts of God; acts of the public enemy; civil disturbance; war; acts
of the United States of America or any state, territory or political division of
the United States of America; fires; floods; natural disasters; pandemic or
epidemic events, regional, statewide, or nationwide strikes, or any other
general labor dispute not specific to us; and/or communication line failures
(collectively “force majeure”). Our inability to perform under this Agreement
due to force majeure events will not be considered a breach or default.

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS,
OR FREEDOM FROM INFRINGEMENT OR MALICIOUS SOFTWARE OR CODE, COMPUTER VIRUS OR
WORM, OR OTHER DISABLING ROUTINE. WITHOUT LIMITING THE FOREGOING, THE SERVICES
ARE PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY THAT IT WILL OPERATE ON AN
UNINTERRUPTED OR ERROR-FREE BASIS.

EXCEPT AS OTHERWISE REQUIRED UNDER LAW, OUR LIABILITY AND SERVICE PROVIDER’S
LIABILITY IN CONNECTION WITH THE SERVICES SHALL BE LIMITED TO ACTUAL DAMAGES
INCURRED BY YOU AND SHALL NOT INCLUDE ANY OTHER DAMAGES, INCLUDING WITHOUT
LIMITATION, LOST PROFITS OR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES.

 24. DEFINITIONS

Business Day means any day other than a Saturday, Sunday, federal holiday, or
other day on which a bank in West Virginia or New York is authorized or required
to be closed. Payment Account means any depository account, brokerage account,
or other asset account which is linked to or otherwise associated with the
Services or from which payments are made using the Platform or the Services. In
our sole discretion, we also may permit you to link a Divvy-branded credit
product to the Services for payments, in which case the Payment Account shall
also include any credit account associated with such product.

 

Payee means any person to which payments are requested or instructed to be made,
or actually made, using the Services. Security Procedure means any process that
Bank or Service Provider establishes in connection with the Platform or the
Services to authenticate, confirm, or validate your identity and/or payment
instructions.

 

* * *
New Jersey Residents: Because certain provisions of this Agreement are subject
to governing law, they may be void, unenforceable or inapplicable in some
jurisdictions. None of these provisions are void, unenforceable or inapplicable
in New Jersey. The section headings of this Agreement are not contract terms.

***

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different category headings to find out more and change your default settings.
However, blocking some types of cookies may impact your experience of the site
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These cookies do not store any personally identifiable information.

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Performance and analytics cookies collect information that is used in aggregate
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