User Agreement

Valid as of December 8, 2022

This User Agreement (“Agreement”) is a contract between you and Voyse Technologies US, Inc. (“Company” or “Chipper”) and applies to your use of Chipper® products and services and any other Chipper® features, technologies, and/or functionalities offered by Company on our website, in the Chipper app or through any other means (the “Chipper Services”).

Voyse Technologies US, Inc. partners with MVB Bank Inc. (“MVB”), a third party bank, to facilitate our money transmission services. MVB Bank Inc. is responsible for holding funds on behalf of Chipper users in accordance with regulatory requirements.

You agree to comply with all of the terms and conditions in this user agreement. The terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with the following additional policies and each of the other agreements posted on the Company's legal page that apply to you:

1. THIRD PARTY AGREEMENTS

You acknowledge and agree that this Agreement is between you and Company, not with any third party (including, but not limited to, Apple®, Google®, or any mobile carrier), and that Company is solely responsible for the Chipper Services. Your use of the Chipper Services may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g., Apple, Google or Microsoft®), your mobile device manufacturer (e.g., Apple, Samsung®), your mobile service carrier (e.g., AT&T® or Verizon®), and other parties involved in providing your mobile device service. Third party operating system providers such as Apple, Google, and Microsoft, your phone or other mobile device manufacturer, your wireless carrier or other network provider, any other product or service provider related to your mobile device service are collectively referred to as “Covered Third Parties.” You agree to comply with all applicable third party terms of agreement when using the Chipper Services. Company is not a party to those agreements and has no responsibility for the products and services provided by third parties.

2. CHIPPER SERVICE TERMS

The Chipper Services allow you to make payments to and accept payments from third parties. You may use the Chipper Services on your mobile device, or, if you are an approved merchant, you may accept Chipper payments through your mobile application or website. Voyse Technologies US, Inc. is a licensed provider of money transfer services and all money transmission is provided by Voyse Technologies US, Inc., pursuant to Voyse Technologies US, Inc.’s licenses. Company has no responsibility for the actions of your transfer recipient or for the subject of the transfer. We do not guarantee the identity of any user of the Chipper Services or that a sender or a recipient can or will complete a transaction.

To be eligible to use Chipper Services, you must create an account with a cellular/wireless telephone number that you own. As further detailed in our Privacy Policy, in order to register, create and use an account, Company may require that you submit certain Personal Information (as defined in the Privacy Policy), including but not limited to your name, email address, text-enabled cellular/wireless telephone number, street address or zip code, and date of birth to Company. During the registration process, or when you access the Chipper Services from a phone, your phone’s device ID is also stored. You agree that the Personal Information you provide to Company upon registration and at all other times will be true, accurate, current and complete, and you agree to maintain and update this Personal Information with us as necessary.

We offer two different types of accounts, personal and business accounts. You may have only one personal account. Personal accounts are for use in person-to-person transfers with friends and family, and other people whom you know. Personal accounts may also be used to make Authorized Merchant Payments as described in this Agreement. Some features of personal accounts may be limited based on how you wish to use the Chipper Services, how much you need to send or spend and what we know about you. We may require that you provide more information in order to complete a transaction. Personal accounts may not be used to receive business, commercial or merchant transactions. For each business you are involved with, you may have only one business account. Business account use is limited. Business accounts must be applied for and explicitly authorized. By opening a business account and accepting the terms as outlined in this Agreement, including, but not limited to, the Rules and Restrictions for Business Accounts set forth below, you attest that neither you nor your business is establishing a business account primarily for personal, family or household purposes. We may reverse or place a hold on your transactions or place a reserve on your funds if you are in breach of this Agreement, including, but not limited to, if you are using a personal account for business purposes or a business account for personal, family or household purposes.

You hereby authorize the Company, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and account information and, for business accounts, your company or employer. This may include asking you for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources. This process is for internal verification purposes.

You have the right to receive an account statement. You may view your account statement by logging into your Chipper account.

Payment investigation is a process by which Company reviews certain potentially high-risk transactions. If a payment is subject to payment investigation, the Company will place a hold on the payment and may provide notice to the recipient. The company will conduct a review and either clear or cancel the payment. If the payment is cleared, the Company will provide notice to the recipient. Otherwise, the Company will cancel the payment and the funds will be returned. The company will provide notice to you by email and/or in the account history tab of your Chipper account if the payment is canceled. The Company also reserves the right to freeze or block accounts that we deem to have acquired funds illegitimately. Additionally, in the case you are unable to provide the original source of funds from your bank account into Chipper, whereby investigations are on-going, the company also reserves the right to freeze your account.

When you receive a payment, you are liable to the Company for the full amount of the payment plus any fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment, plus applicable fees if you lose a claim or a chargeback, or if there is a reversal of the payment. You agree to allow Company to recover any amounts due to Company by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse the Company through other means. If Company is unable to recover the funds from your primary funding source, Company may attempt to contact you, Company may recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law.

How to Close Your Account As long as there are no pending or in progress transactions, you may close your account at any time. You may close your account by emailing us at [email protected] and requesting that we close your account. It may take up to 30 days for your account closure to be complete. ii. Limitations on Closing Your Account You may not close your account to evade a payment investigation. If you attempt to close your account while we are conducting an investigation, we may hold your funds for up to 180 days to protect Company or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your account even after the account is closed.

Item Hold Company, in its sole discretion, may place a hold on a payment you receive for a transaction when the Company believes there may be a high level of risk associated with the transaction. If Company places a hold on your payment, it will show as “pending” in your Chipper account.

Release of Item Hold Company will release the payment hold after 21 days unless we receive a dispute, claim, chargeback, or reversal on the transaction subject to the hold. Company may release the hold earlier if the sender of funds provides us confirmation, Company is able to confirm proper delivery, or Company otherwise completes its investigation. ii. Additional hold period If you receive a dispute, claim, chargeback, or reversal on the transaction subject to the item hold, Company may hold the payment in your account until the matter is resolved pursuant to this Agreement.

For high volume accounts, including business accounts, Company may, in its sole discretion, place a reserve on funds held in your account when it believes there may be a high level of risk associated with your account. If your account is subject to a reserve, the Company will provide you with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into your account are held for a certain period of time, or that a certain amount of money is held in reserve, or anything else that Company determines is necessary to protect against the risk associated with your account. Company may change the terms of the reserve at any time by providing you with notice of the new terms.

Termination of this Agreement for any reason, we have the right to prohibit your access to the Chipper Services, including without limitation by deactivating your account, and to refuse future access to the Chipper Services by you or if a business entity, its parent, affiliates or subsidiaries or its or their successors.

The following Rules and Restrictions for personal accounts apply to your use of a personal account under this Agreement.

i. Receiving Money: Please see FAQ’s for more details on limits, including limits on receiving and sending money. These limits may change from time to time at Company's sole discretion.

ii. Transaction Fees for Receiving Money Please see FAQ’s for more details on fees. These fees may change from time to time at the Company's sole discretion.

iii. Error in Receiving Money: In the event of an error, you give Company permission, subject to Company’s compliance with applicable law, to make appropriate corrections by debiting or crediting your Chipper balance, or debiting or crediting your primary or alternate funding sources as applicable.

iv. Account Errors: If your account history shows transfers you did not make, please report this by reaching out to us at [email protected]

3. MOBILE APPLICATIONS

Third Party Operating System Providers, Phone Manufacturers, and Wireless Carriers The Chipper mobile application works on an application linked to a particular device and operating system, such as Apple’s iOS operating system. Company is solely responsible for providing maintenance and support services for the Chipper Services. Covered Third Parties have no obligation to provide maintenance or support services for the Chipper Services. Covered Third Parties have no warranty obligations whatsoever with respect to the Chipper Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Chipper Services to conform to any warranty provided by Company, if any, will be Company’s sole responsibility. Company, not any Covered Third Parties, is responsible for addressing any claims relating to the Chipper Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Chipper Services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and (iv) intellectual property claims. Please see the Contact Us section below for how to contact the Company. If you are using the Chipper Services on an Apple device, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement and that Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the Services.

Services via SMS or Mobile Data The Chipper Services allow you to send and receive payments through your mobile phone via SMS or mobile data plan. If you use the Services on your mobile phone, you are responsible for any fees that your phone service provider charges for SMS, data services, etc. Your phone service provider is not the provider of the Chipper Services.

4. GENERAL TERMS AND CONDITIONS

Notices to You You agree that Company may provide notice to you by posting it on our website and internet properties, or if we have your email address or street address, by emailing it to the email address listed in your account or mailing it to the street address listed in your account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. Company’s Business Days include all days on which the New York Federal Reserve Bank is open for business. We may also provide notice when you access the Chipper Services.

Business Days “Business Days” means Monday through Friday, excluding Holidays. “Holidays” means New Year’s Day (January 1), Birthday of Martin Luther King, Jr. (the third Monday in January), Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25).If a Holiday falls on a Saturday, Company shall observe the Holiday on the prior Friday. If the Holiday falls on a Sunday, Company shall observe the Holiday on the following Monday.

Notices to Company Notice to Company must be sent by postal mail to: Voyse Technologies US, Inc., Attention: Legal Department.

Calls to You By Providing Company a telephone number (including a wireless/cellular telephone), you consent to receiving autodialed and prerecorded message calls from Company at that number should the need arise. However, we will never call you for promotional purposes.

Chipper Websites The Company’s Chipper websites may feature third party offers and enable product searches. Company does not warrant that product descriptions, pricing, search results, user ratings and reviews or any other content on Company websites is accurate, complete, reliable or current. This information is provided for informational purposes only and does not constitute an endorsement by the Company of any product, service or vendor.

Intellectual Property “chippercash.com”, “Chipper”, and all related logos, products and services described in our website and mobile applications are either trademarks or registered trademarks of the Company or its licensors. You may not copy, imitate or use them without Company’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Company. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by Company through our vendor services, SMS tools, promotional tools or affiliate programs without prior written consent for the purpose of directing web and SMS traffic to the service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to Company or the Service or display them in any manner that implies Company’s sponsorship or endorsement. All right, title and interest in and to the Chipper website and any content thereon is the exclusive property of Company and its licensors. Certain other product or service names, brand names and company names may be trademarks of their respective owners.

Taxes It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Company is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

Privacy: Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information. If you receive information about another Chipper user through the Chipper Services, you must keep the information confidential and only use it in connection with the service. You may not disclose or distribute a Chipper user’s information to a third party or use the information for marketing purposes unless you receive the user’s express consent to do so.

Children’s Privacy Protecting the privacy of young children is especially important. For that reason, we do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow anyone under 13 to register for the Chipper Services. If you are under 13, please do not send any information about yourself to us, including your name, address, telephone number, or email address. No one under the age 13 is allowed to provide any personal or payment information to us through the Chipper Services. If we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at the information provided below in the “Contact Us” section.

5. UNAUTHORIZED TRANSACTIONS DISCLOSURE

Tell us AT ONCE if you believe that an electronic fund transfer has been made without your permission using your login information or by other means, or if your Chipper Cash-activated mobile phone has been lost, stolen, or deactivated. You could lose all the money in your Chipper Cash account.

To protect yourself from unauthorized activity in your Chipper Cash account, you should regularly log into your Chipper Cash account and review your transaction activity. You should review these transactions to ensure that each transaction was authorized and accurately completed.

An “Unauthorized Transaction” occurs when money is sent from your Chipper Cash account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your Chipper Cash account, and sends a payment from your Chipper Cash account, an Unauthorized Transaction has occurred.

The following are NOT considered Unauthorized Transactions:

If you believe your Chipper Cash login information has been lost or stolen, please contact Chipper Cash customer service at [email protected] immediately or call: 844-386-3753 or write: Voyse Technologies US Inc., Attn: Chipper Cash Error Resolution Department, 180 Montgomery Street, Suite 1860, San Francisco, CA 94104.

If you tell us within 60 days after we provide you with your Chipper Cash account statement showing transfers you did not make, you will be eligible for 100% protection for Unauthorized Transactions.

If you tell us within 2 business days (Monday through Friday, holidays not included) after you learn of an Unauthorized Transaction, you can lose no more than $50. If you do NOT tell us within 2 business days after you learn of an Unauthorized Transaction, and we can prove we could have stopped someone from making an Unauthorized Transaction if you had told us, you could lose as much as $500. If your statement shows transfers that you did not make, including those made by card, code or other means, you must also tell us at once. If you do not tell us within 60 days of the date we sent you the first statement on which the Unauthorized Transaction appeared, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.

Filing a chargeback or reversal with your financial institution related to a Chipper Cash payment does not constitute notice of an Unauthorized Transaction to us. You must contact us directly to notify us of Unauthorized Transactions by reaching out to Chipper Cash customer service at [email protected] immediately or call: 844-386-3753 or write: Voyse Technologies US Inc., Attn: Chipper Cash Error Resolution Department, 180 Montgomery Street, Suite 1860, San Francisco, CA 94104.

We will cover your losses for certain incomplete or incorrect transactions, detailed here.

If we do not complete a transaction to or from your Account on time or in the correct amount in accordance with our Terms, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

You will get a monthly account statement (unless there are no transfers in a particular month. In any case you will get the statement at least quarterly).

6. ERROR RESOLUTION DISCLOSURE

In Case of Errors or Questions About Your Electronic Transfers. Contact us if you see any errors or issues with your account. Our contact info is below, along with a description of the process and timeline for us to look into your issue. We’ll need some basic information from you to begin our investigation.

In case of errors or questions about your electronic transfers

Contact Chipper Cash customer service at [email protected] immediately or call: 844-386-3753 or write: Voyse Technologies US Inc., Attn: Chipper Cash Error Resolution Department, 180 Montgomery Street, Suite 1860, San Francisco, CA 94104.

Notify us as soon as you can if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared. Filing a chargeback or reversal with your financial institution related to a Chipper Cash payment does not constitute notice of an error to us. You must contact us directly to notify us of errors. When you notify us:

If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days (Monday through Friday, holidays not included).

We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your Chipper Cash account within 10 Business Days for the amount you think is in error and will notify you within 2 Business Days of the credit, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your Chipper Cash account.

For errors involving new Chipper Cash accounts or point-of-sale transactions, we may take up to 90 days to investigate your complaint or question. For new Chipper Cash accounts, we may take up to 20 Business Days to credit your Chipper Cash account for the amount you think is in error.

We will tell you the results within 3 Business Days after completing our investigation.

We will rectify any processing error that we discover. If the error results in:

Processing errors are not:

You are solely responsible for ensuring that your use of the Chipper Services is in conformance with applicable federal, state and local laws and regulations. By using the Chipper Services, you warrant and represent 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.

(ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

You are solely responsible for ensuring that your use of the Chipper Services is in conformance with applicable federal, state and local laws and regulations. By using the Chipper Services, you warrant and represent 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;

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Your Liability: You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Company, a Chipper user, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Chipper Services. You agree to reimburse the Company, a user, or a third party for any and all such liability. You acknowledge that you are responsible for the accuracy of all payments sent using the Chipper Services, including but not limited to the accuracy of the amount paid and the recipient. Company shall not be responsible or in any way held liable due to inaccurate payments, including but not limited to sending an incorrect amount of money or sending money to an incorrect recipient.

Actions by Company: If we have reason to believe that you have engaged in any restricted activities, made excessive or unexplainable transactions, violated any parts of this Agreement or provided any incorrect information, we may take various actions to protect Company, another Chipper user, a third party, or you from reversals, chargebacks, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

The Company, in its sole discretion, reserves the right to terminate this Agreement, access to its website, or access to the Service for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in custody for you.

Account Closure, Termination of Service, or Limited Account Access: If we limit or close your account or terminate your use of our Services for any reason, you may contact us and request restoration of access if appropriate. However, if we deem you violated this Agreement, restoration is at our sole discretion. You may stop using the Chipper Services at any time or may close your accounts by contacting us. Company, in its sole discretion, reserves the right to terminate the Chipper Services, to terminate this Agreement, or to terminate your access to the Chipper Services for any reason and at any time. If we terminate or limit your use of our Chipper Services for any reason, we will use commercially reasonable efforts to provide you with notice of our actions.

Policy Violation - User Fines: If Company incurs any damages because you violate our policies, break any laws, or otherwise cause Company to suffer any damages or incur any expenses then we may hold your funds up to 180 days, fine you for each such violation and take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur. You acknowledge and agree that a fine of US $2,500.00 for violations of our Agreement is presently a reasonable minimum estimate of Company’s damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to Company that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. The Company may deduct such fines directly from any existing balance in the offending account, or any other Chipper account you control.

Dispute with Company If a dispute arises between you and Company, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Company regarding our services may be reported by emailing us at the following email address: [email protected]

Law and Forum for Disputes; Arbitration This User Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflict of law provisions, except to the extent that federal law applies. For disputes specifically related to banking services, such as account holdings or the receipt and holding of funds, MVB Bank Inc. may be involved in the resolution process as required by law and banking regulations. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS USER AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in the city closest to your residence having a federal district courthouse. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this User Agreement including, but not limited to, any claim that all or any part of this User Agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non-frivolous claim, the Company will pay the costs of the arbitration (but not your attorney fees), up to $3,000. This User Agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this agreement to arbitrate. First, if we reasonably believe that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction.

Second, any claim of $100 or less may, at the option of the claiming party, be resolved in small claims court in New York City, New York, if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within New York City, New York for the purpose of litigating such claims or disputes.

Waiver of Right to Jury; Class Action Waiver TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

Unless otherwise prohibited by law, you assume all responsibility for your use of the Chipper Services and use them at your own risk. To the fullest extent permissible under applicable law, all such representations, warranties, guarantees and conditions are disclaimed, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of intellectual property rights, or other terms which might otherwise be implied by statute, common law or in equity. Company does not warrant that the services will be uninterrupted or error-free, that defects will be corrected, or that the services, or the servers that process information for the services, are free of viruses, bugs or other harmful components. On behalf of Company, Covered Third Parties, and each of our respective affiliates, vendors, agents and suppliers, Company makes the following disclaimers set forth in this section: the Chipper Services are provided on an “as is”, “as available” and “with all faults” basis, without any representations, warranties, guarantees, or conditions of any kind, express, implied or statutory, including, but not limited to, any warranty as to the use or operation of the services, or the information, content or other materials related to the services, whether provided by Company, any third party, or any of the Covered Third Parties. Neither Company, nor any third party, nor any of the Covered Third Parties warrant nor make any representations regarding the use or the results of the services in terms of correctness, accuracy, timeliness, reliability, or otherwise. You assume the entire cost of all necessary maintenance, repair, or correction to any equipment you use in accessing any of the services, including, but not limited to, your mobile phone or other device. YOU SHOULD NOT SHARE YOUR ACCOUNT DETAILS WITH ANYONE FOR ANY REASON. SHARING YOUR ACCOUNT DETAILS IS AT YOUR OWN RISK. COMPANY IS NOT LIABLE FOR THE CONSEQUENCES IF YOU ACCIDENTALLY, VOLUNTARILY, FRAUDULENTLY, OR BY ANY OTHER MANNER SHARE ANY ACCOUNT OR PAYMENT DETAILS THROUGH ANY MEANS AND YOU AGREE TO HOLD COMPANY HARMLESS AND INDEMNIFY COMPANY FROM ANY LIABILITY. None of Company, any third party (including, without limitation, the Bank), or the Covered Third Parties, or any of their respective affiliates, vendors, agents or suppliers will be liable for, and you agree not to seek against any of the foregoing, any damages of any kind arising from the use of the services, including, but not limited to, indirect, special, incidental, punitive, exemplary, consequential damages or damages resulting from the use of service, loss of use of the service, lost data, lost profits, or business interruption arising out of or in any way connected with the use of the services, any delays in the services, or the inability to use the services, or any portion thereof, whether based on contract, tort, negligence, strict liability or otherwise, even if all or any of us have been advised of the possibility of such damages and even if any remedy fails of its essential purpose. Company does not have any control over any products or services that are paid for with our services and Company cannot ensure that any party you are dealing with will actually complete the transaction or is authorized to do so. Company will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Company makes no representations or warranties regarding the amount of time needed to complete processing because Company is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service.

Except as otherwise EXPRESSLY provided in this agreement, and to the extent permissible under applicable law, Company’s cumulative liability to you for any claims or damages arising out of or related to your use of the Chipper Services shall not exceed the greater of the fee you paid to Company for the use of the Chipper Services or $1.00 USD. These limitations on liability apply to: anything related to a service or any application or content made available through any such service; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. These limitations on liability also apply even if: repair, replacement or a refund for the service does not fully compensate you for any losses; or Company, any third party (including, without limitation, the Bank or Shift) or a Covered Third Party knew or should have known about the possibility of the damages. These limitations on liability will apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. Some states or other jurisdictions do not allow the limitation of liability so the foregoing limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

Certain of the Services require the use of software and software applications provided to you by Company (collectively “Software”). Company and its licensors grant you a limited, nonexclusive license to use Company’s Software in the United States that we provide to you solely in accordance with this Agreement and any user documentation we may provide, including all updates, upgrades, new versions and replacements of the Software (all of which become part of the “Software”) for your personal use only in accordance with this Agreement. If the Software will be downloaded to a mobile device, this license extends to your use of the Software on a device that you own or control, as long as your use is permitted by the usage rules set forth for your particular device (for example, the Apple App Store Terms of Use). You may not rent, lease or otherwise transfer your rights in the Software to a third party. You must comply with the implementation and use requirements for the Software contained in this Agreement or in any Chipper Services documentation we provide to you. If you do not comply with such implementation and use requirements, you will be liable for all resulting damages suffered by you, Company or any third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to Company’s software are owned by Company. Your rights to use the Software cease immediately upon termination of this Agreement and you must delete all of your copies of the Software.

You agree to defend, indemnify and hold harmless Company and its parent, affiliates, officers, directors and employees from any claim or demand (including any damages, losses, expenses and attorneys fees resulting therefrom) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Chipper Services.

If Company makes a payment to you for a claim, reversal or chargeback that you file with us against a recipient of your payment, you agree that Company assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, at Company's discretion.

If you have a dispute with one or more users relating to payment, Company is not responsible for any such dispute and you hereby release Company (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it unless it contains material changes. If we make changes to our Agreements with you that either reduce your rights or increase your responsibilities, we will provide 21 days notice to you before the changes become effective. By using the Chipper Services after a new Agreement has been posted, you agree to the revised Agreement.

In the event of termination of this Agreement or the Chipper Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.

We shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with acts of God, acts of public enemies, riots, strikes, acts of governmental agencies, labor difficulties, failure of our power, telecommunications or other suppliers, delays in securing or shortages of raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond our control, whether or not similar to those enumerated herein.

This Agreement and other documents (including but not limited to the Privacy Policy) referenced in or linked to this Agreement, which are hereby incorporated herein and made a part of this Agreement by this reference, contain yours and our entire Agreement regarding your use of the Chipper Services. If any provision of this Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of this Agreement, which together will be construed as if such illegal or unenforceable provision had not been included in this Agreement. Any legal action arising out of your use of the Chipper Services must be brought within one year after the cause of action has arisen. The section headings in this Agreement are for convenience of reference only and are not to be considered as parts, provisions or interpretations of this Agreement. You may not transfer or assign any rights or obligations you have under this Agreement without the Company's prior written consent. Company reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.

Independent Contractors. The parties agree they are independent contractors to each other in performing their respective obligations hereunder. Nothing in this Agreement or in the working relationship being established and developed hereunder shall be deemed or is intended to be deemed, nor shall it cause, the parties to be treated as partners, joint venturers, or otherwise as joint associates for profit.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you, the legal entity you are opening an account for as well as its control persons and beneficial owners that will allow us to identify you and the legal entity you represent. We may also ask to see your driver’s license or other identifying documentation for the legal entity, and entities and persons related to the legal entity for which you are establishing an account.

HOW TO CONTACT US

If you have questions or concerns regarding this Agreement or your Chipper account, or any feedback that you would like us to consider, please email us [email protected]. You may also write to us at [email protected].
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