Revvable Terms of Use.docx

Revvable Terms of Use

Last Updated Date: December 1, 2021

WELCOME TO REVVABLE! PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF REVVABLE, INC. (“REVVABLE”, “WE” OR “US”), ITS AFFILIATES OR AGENTS, THAT LINK TO THESE TERMS OF USE (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY REVVABLE. THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE, OR ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU, WHETHER YOU ARE A PURCHASER OR A CUSTOMER, HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH REVVABLE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 13 OF THESE TERMS OF USE CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. For example, if you are a Customer (as defined below) who has executed an agreement with Revvable (“Customer Agreement”), the terms of that Customer Agreement will control and supersede these Terms of Use with respect to the subject matter of such Customer Agreement. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY REVVABLE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Revvable will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms of Use. Revvable may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), Revvable may, at its discretion, require you to stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Overview of the Services.

Generally. The Services constitute (i) a loan application information collection service that enables Purchasers and Customers to streamline the loan application process for purchases of powersports vehicles; and (ii) a platform that enables Purchasers to make payments to Customers for any such purchases of powersports vehicles. You agree and acknowledge that Revvable is an intermediary entity, and does not provide transportation or vehicle services and does not function as a powersports dealership or manufacturer. You may use the Services as a Purchaser or a Customer, as described below. Note that when we use the term “you” throughout these Terms, “you” refers to you, as a Purchaser or as a Customer, unless otherwise specified as applying only to Purchasers or only to Customers. The Services are provided solely for your convenience. Any decision made by you to offer or accept payment through the Website is a decision made in your sole discretion.

Purchasers. The Services walk potential purchasers of powersports vehicles (each, a “Purchaser” and collectively, the “Purchasers”) through the process of purchasing such powersports vehicles, including by matching Purchasers with loans and insurance providers and assisting Purchasers with digital paperwork and payment transfers to complete the sale of such powersports vehicles.
Customers. The Revvable Services allow you, as an enterprise customer who has entered into a Customer Agreement with Revvable (“Customer”), to stay updated on the activity of one (1) or more of your Purchasers at Customer’s powersports dealership with respect to their use of the Services, including the execution of any necessary paperwork to finalize the sale of powersports vehicles to Purchasers.

No Guarantees for Purchasers. USE OF OUR SERVICES DOES NOT GUARANTEE THAT PURCHASERS WILL QUALIFY FOR A LOAN, THAT WE WILL BE ABLE TO MATCH A PURCHASER WITH A CERTAIN LENDER OR ANY LENDER, AND/OR THAT A PURCHASER WILL BE APPROVED FOR A LOAN IN A CERTAIN AMOUNT. IN ORDER TO SEE IF YOU, AS A PURCHASER, QUALIFY FOR A LOAN, THE REVVABLE CHATBOT WILL ASK PURCHASERS CERTAIN HISTORICAL AND FINANCIAL INFORMATION FROM YOU WHICH WE MAY SHARE WITH THE CUSTOMER AND POTENTIAL LENDERS. BY SUBMITTING RESPONSES TO SUCH INFORMATION, PURCHASERS ACKNOWLEDGE AND AGREE THAT WE MAY PERFORM, AND/OR USE SUCH INFORMATION TO HAVE ONE (1) OR MORE CREDIT REPORTING AGENCIES AND/OR OTHER ELIGIBILITY VERIFICATION AGENCIES OR SERVICES (EACH, A “CREDIT CHECK AGENCY”) PERFORM A CREDIT CHECK, VERIFICATION OF INCOME, AND/OR VERIFICATION OF EMPLOYMENT (COLLECTIVELY, A “CREDIT REPORT”), AND THAT A PURCHASER’S CREDIT REPORT MAY BE USED TO VERIFY YOUR ELIGIBILITY FOR THE LOAN FOR WHICH YOU HAVE APPLIED AND TO CONFIRM YOUR IDENTITY TO AVOID FRAUDULENT TRANSACTIONS IN YOUR NAME.

Loan Applications. In completing and submitting an application for a loan, Purchasers agree to (1) provide true, accurate, current and complete information about yourself as prompted by Revvable; and (2) maintain and promptly update any such data or information, as necessary, to keep it true, accurate, current and complete. If any information you, as the Purchaser, provide is untrue, inaccurate, not current or incomplete, we have the right to terminate your loan application and/or your access to the Services. In addition, you, as the Purchaser, agree to notify us if any changes in any application data is required to be made. When you submit a loan application, you agree to cooperate in the application process, including by submitting all required documentation in a timely manner, and if needed, to obtain information we may need from third parties. As the Purchaser, you acknowledge and agree that our ability to facilitate the processing and closing of your loan(s) depends on such cooperation.
Credit Checks. The ultimate decision as to whether any individual may be approved for a loan is solely within each lender’s discretion. As the Purchaser, you acknowledge and agree that, as between Revvable and the Credit Check Agency, the Credit Check Agency is solely responsible for each Credit Report and the content thereof, including the accuracy, completeness, timeliness and reliability thereof. REVVABLE DOES NOT PROVIDE AND THEREFORE IS NOT RESPONSIBLE FOR ANY CREDIT REPORTS ISSUED OR GENERATED BY ANY CREDIT CHECK AGENCIES.

Registration.

Registering Your Account. In order to access certain features of Services available to a Purchaser or a Customer, you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account on the Website (and in the case of Customer, is authorized to do so) (“Account”).
Registration Data. In registering an account with the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the Website or Services (collectively, the “Revvable Properties”) under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time.
Access Through Third Party Websites. By using the Services, you expressly authorize Revvable to access your account information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. When you provide third party account login information to the Services, you will be directly connected to the website for the third party you have identified. Revvable will submit information including usernames and passwords that you provide to log into the third party website. You hereby authorize and permit Revvable to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information. For purposes of these Terms and solely to provide the Services to you, you grant Revvable a limited power of attorney, and appoint Revvable as your attorney-in-fact and agent, to access third party sites, retrieve, use, and share your information with applicable Customer(s) and you grant Revvable the full power and authority to do and perform each action necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN REVVABLE IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, REVVABLE IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. Revvable is not responsible for any issues that may arise from inaccurate account information.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Application. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Services.

Ownership.

Revvable Properties. Except with respect to the information or data you submit through the Services (collectively, “Your Data”), you agree that Revvable and its suppliers own all rights, title and interest in Revvable Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Application, the Services, or Revvable Properties.
License to Your Data. Subject to any applicable account settings that you select, you grant Revvable a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes of operating and providing the Services. You agree that you, not Revvable, are responsible for all of Your Data that you make available on or in Revvable Properties.
Feedback. You agree that submission of any ideas, suggestions, criticisms, documents, and/or proposals to Revvable through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Revvable has no obligation (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Revvable a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Revvable Properties.

Purchaser-Specific Terms.

If you are a Purchaser, you acknowledge and agree that all information you provide to the Services for the purposes of applying for a loan (“Loan Information”) will be shared by Revvable with the applicable Customer(s) with whom you are interested in purchasing a powersports vehicle. You further acknowledge and agree that each applicable Customer will use your Loan Information to process a loan application credit check with a Credit Check Agency, which will be reflected as an inquiry that may negatively impact your Credit Report. You agree to indemnify and hold Revvable harmless for any breach by you of the foregoing paragraph.

Customer-Specific Terms.

If you are a Customer, you understand that Revvable does not itself conduct credit checks or other background checks. You agree that you are solely responsible for confirming that any and all information relating to Purchasers, including without limitation, personal information and Loan Information (“User Data”) is true, complete, accurate, and current. You agree that Revvable is not liable for any inaccuracies in any User Data. You agree that you will use User Data solely for the purposes of conducting Customer’s vehicle loan application credit check and processing payments. You agree that you will use User Data in accordance, and you are solely responsible for your compliance, with all applicable laws and regulations, including without limitation, the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the California Consumer Privacy Act, and other applicable privacy laws (“Privacy Laws”) and your privacy policies. Without limiting the foregoing, you agree to (1) maintain and publicly post on your website a privacy policy that complies with the Privacy Laws and (2) agree to give all notices and obtain all consents as may be required under the Privacy Laws in connection with your use of the Services.

You also acknowledge and agree that you will: (i) ensure that only you and any of your associated Registered Users (“Authorized Users”) may access the Credit Reports, and that Authorized Users do not disclose the Credit Reports to any third party except as permitted by these Terms; (ii) ensure that any of your Authorized Users do not order any Credit Reports from any Credit Check Agency for personal reasons; (iii) inform any of your Authorized Users that unauthorized access to any Credit Reports may subject them to civil and criminal liability under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., punishable by fines and imprisonment; (iv) ensure that all devices to order or access the Credit Reports are accessible only by Authorized Users and that such devices are secured when not in use; (v) take all necessary measures to prevent unauthorized ordering of or access to the Credit Reports by any person other than an Authorized User for permissible purposes; (vi) change your user passwords at least every ninety (90) days, or sooner if any Authorized User is no longer responsible for accessing the Credit Reports, or if you suspect an unauthorized person has learned the password; (vii) adhere to all security features in the software and hardware you use to order or access the Credit Reports; and (viii) implement secure authentication practices when providing usernames and passwords to Authorized Users.

User Conduct. You agree that you will not, under any circumstances:

Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Attempt to access or use another user’s Account without authorization;
Create or use a false identity;
Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
Stalk or otherwise harass any other user of our Revvable Properties; or
Make available any data, information, or content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
Interfere or attempt to interfere with the proper functioning of Revvable Properties or connect to or use Revvable Properties in any way not expressly permitted by the Terms;
Systematically retrieve data or other content from our Revvable Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
Use, display, mirror or frame Revvable Properties, or any individual element within Revvable Properties, Revvable’s name, any Revvable trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Revvable’s express written consent;
Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through Revvable Properties or that is in transit from or to Revvable Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by Revvable Properties;
Use, facilitate, create, or maintain any unauthorized connection to Revvable Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of Revvable Properties; or (ii) any connection using programs, tools or software not expressly approved by Revvable;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide Revvable Properties, or to obtain any information from Revvable Properties; or
Upload, post, e-mail, transmit or otherwise make available any material that 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.

Fees and Purchase Terms.

General. As a Purchaser, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Revvable with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”) in order to purchase any of the options offered on the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Revvable with your credit card number or PayPal account and associated payment information, you agree that Revvable is authorized to immediately invoice your account for all fees and charges due and payable to Revvable hereunder and that no additional notice or consent is required. You agree to immediately notify Revvable of any change in your billing address or the credit card or PayPal account used for payment hereunder. Revvable reserves the right at any time to change its prices and billing methods, either immediately upon posting on Revvable Properties or by e-mail delivery to you.
Payment Terms for Customers. Please refer to your Customer Agreement for information on any fees as negotiated separately by Revvable and the Customers.
Payment Terms for Purchasers. The overall price (“Overall Price”) will be provided on the Services before finalizing your purchase of any powersports vehicles. Overall Price will depend on a number of factors, including without limitation the Purchaser’s selected type of powersports vehicle, Purchaser’s selected protection options, the powersports vehicle’s part and services, and any tax, title and closing fees.

Indemnification. You agree to indemnify and hold Revvable, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Revvable Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Data, including any inaccuracies therein; (b) your use of, or inability to use, Revvable Properties; (c) your violation of the Terms; (d) your violation of any rights of another party; (e) your violation of any applicable laws, rules or regulations; or (f) your breach of violation of any loan agreement to which you are bound. Revvable reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Revvable in asserting any available defenses. This provision does not require you to indemnify any of the Revvable Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Revvable Properties.
Disclaimer of Warranties and Conditions.

As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF REVVABLE PROPERTIES IS AT YOUR SOLE RISK, AND REVVABLE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. REVVABLE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE OR SERVICES.

REVVABLE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) REVVABLE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF REVVABLE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF REVVABLE PROPERTIES WILL BE ACCURATE OR RELIABLE.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. REVVABLE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REVVABLE OR THROUGH REVVABLE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, REVVABLE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT REVVABLE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT REVVABLE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD REVVABLE PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO OTHER USERS (WHETHER PURCHASERS OR CUSTOMERS) OR LENDERS. WE ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OF ANY THIRD-PARTY SERVICES OR INFORMATION. WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY POWERSPORTS VEHICLE OR THE TERMS OF ANY FINANCING OR PAYMENT ARRANGEMENT BETWEEN PURCHASERS AND CUSTOMERS. WE CANNOT ENSURE THAT A CUSTOMER OR PURCHASER WILL COMPLETE ALL OBLIGATIONS.

Limitation of Liability.

Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL REVVABLE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH REVVABLE PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT REVVABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF REVVABLE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE REVVABLE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH REVVABLE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON REVVABLE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO REVVABLE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A REVVABLE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A REVVABLE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A REVVABLE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Disclaimers Regarding Loans. PURCHASERS ACKNOWLEDGE AND AGREE THAT REVVABLE PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS IN PROCESSING OR CLOSING YOUR LOANS DUE TO OUR UNTIMELY RECEIPT OF REQUIRED DOCUMENTATION FROM YOU OR ANY THIRD PARTY OR ANY OTHER MATTERS BEYOND OUR REASONABLE CONTROL.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL REVVABLE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A REVVABLE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A REVVABLE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A REVVABLE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REVVABLE AND YOU.

Remedies.

Violations. If Revvable becomes aware of any possible violations by you of the Terms, Revvable reserves the right to investigate such violations. If, as a result of the investigation, Revvable believes that criminal activity has occurred, Revvable reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Revvable is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Revvable Properties, including Your Data, in Revvable’s possession in connection with your use of Revvable Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Data violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Revvable, its Users or the public, and all enforcement or other government officials, as Revvable in its sole discretion believes to be necessary or appropriate.
Breach. In the event that Revvable determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Revvable Properties, Revvable reserves the right to:

Warn you via e-mail (to any e-mail address you have provided to Revvable) that you have violated the Terms;
Delete any of Your Data provided to Revvable Properties;
Terminate your pending loan application(s) if you are a Purchaser;
Discontinue your access to any Services;
Notify and/or send Your Data to and/or fully cooperate with the proper law enforcement authorities for further action;
File a reporting with any and all appropriate Credit Check Agencies; and/or
Pursue any other action which Revvable deems to be appropriate.

Term and Termination.

Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Revvable Properties, unless terminated earlier in accordance with the Terms.
Prior Use. Notwithstanding the foregoing, if you used Revvable Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Revvable Properties (whichever is earlier) and will remain in full force and effect while you use Revvable Properties, unless earlier terminated in accordance with the Terms.
Termination of Services by Revvable. If you have materially breached any provision of the Terms, or if Revvable is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Revvable has the right to, immediately and without notice, suspend or terminate any Services provided to you, and take any action as set forth in Section 11.2. You agree that all terminations for cause shall be made in Revvable’s sole discretion and that Revvable shall not be liable to you or any third party for any termination of your Account, including any requirement with respect to any lender or potential lender.
Termination of Services by You. THE SERVICES WILL CONTINUE UNTIL TERMINATED BY US OR BY YOU IN ACCORDANCE WITH THIS SECTION. If you want to terminate the Services provided by Revvable, you may do so by closing your Account for all of the Services that you use.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Data associated therewith from our live databases. Revvable will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Data. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. TERMINATION OF THE SERVICES BY EITHER YOU OR REVVABLE WILL NOT CANCEL OR REDUCE ANY CHARGES OR FEES THAT CONTINUE TO BE DUE AND PAYABLE TO REVVABLE.
No Subsequent Registration. If your registration(s) with or ability to access Revvable Properties, or any other Revvable community is discontinued by Revvable due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Revvable Properties or any Revvable community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Revvable Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Revvable reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Revvable and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Revvable, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify,; and (2) you or Revvable may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Revvable will pay them for you. In addition, Revvable will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Revvable. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND REVVABLE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Revvable are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@revvable.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Revvable username (if any), the email address you used to set up your Revvable account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. Except as provided in Section 13.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Revvable.
Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Revvable makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Revvable at the following address: Revvable, Inc., 51 Kissling Street, San Francisco, CA 94103.

General Provisions.

Electronic Communications. The communications between you and Revvable use electronic means, whether you visit Revvable Properties or send Revvable e-mails, or whether Revvable posts notices on Revvable Properties or communicates with you via e-mail or text message. For contractual purposes, you (1) consent to receive communications from Revvable in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Revvable provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Revvable Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from your acts or omissions under your loan agreement, or any dispute between you and your lender and/or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Revvable Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Revvable’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Revvable shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Revvable Properties, please contact us at: support@revvable.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Revvable agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in San Francisco County, California.
Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
Notice. Where Revvable requires that you provide an e-mail address, you are responsible for providing Revvable with your most current e-mail address. In the event that the last e-mail address you provided to Revvable is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Revvable’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Revvable at the following e-mail address: support@revvable.com. Such notice shall be deemed given when received by Revvable by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.