Paylively Terms of Use

The following terms of service are a legal agreement (the "Agreement") between you ("you", "your", or "user") and Paylively Inc., its subsidiaries, affiliates, agents and assigns ("Paylively", "we", "us", or "our") which sets forth the terms and conditions for your use of Paylively's mobile application ("Mobile App" or "App") and Paylively's website located at www.paylively.com ("Site"), as well as the products and services offered, operated or made available by Paylively through the Mobile App (collectively, the "Services"). The Mobile App, website and Services are owned and operated by Paylively, and are being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Mobile App, Site, or the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Paylively, and this Agreement governs your use of the Mobile App, Site and the Services.

The use of the word "including" in the Agreement to refer to specific examples will be construed to mean "including, without limitation" or "including but not limited to" and will not be construed to mean that the examples given are an exclusive list of the topics covered. If you do not agree to this Agreement, you may not access or use the Mobile App, Site or the Services. Please print out a copy of the Agreement of use for your records.

THIS AGREEMENT ALSO INCLUDES AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 20 "DISPUTE RESOLUTION BY BINDING ARBITRATION (Arbitration Provision)" FOR MORE INFORMATION.

1. ACCEPTANCE OF AGREEMENT

Please carefully review this Agreement before using the Mobile App, Site or the Services, or accessing any data thereon. If you do not agree to these terms, you may not access or use the Mobile App, Site or the Services. To use the Mobile App, Site or the Services and to accept the Agreement:

You must be a US citizen or a legal US resident;

You must be of legal age to form a binding contract with Paylively;

You must not be prohibited by law from using the Mobile App, Site or the Services;

To use the Services, you must also meet the following criteria: You must have a checking or a savings account with one of our supported banks or credit unions (a "Bank Account"); your Bank Account must enable our third-party data aggregators to view your transactions; you must have a verifiable source of income and you receive a paycheck on a regular pay schedule (either weekly, bi-weekly, semi-monthly, or monthly), and the paycheck is deposited into the Bank Account; your Bank Account must not be a joint Bank Account; you must not have been previously suspended, removed or deactivated from the Services; and you must only have one account with Paylively, which gives you access to the Mobile App, Site and the Services.

To access and use the Mobile App and Services, you must have a mobile device with access to the Internet running either Apple iOS or Android. You must also have a valid U.S. telephone number provided through a mobile carrier (non-VOIP), valid email address and sufficient storage space to install any required mobile application. The Mobile App is provided through the Apple App Store and Google Play Store.

You are not permitted to access or use our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Services or the provision of any of our Content to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion. You may only use the Site and Services for your own personal, non-commercial use and not on behalf of or for the benefit of any third party. Your use of the Site and Services must comply with all applicable law. We are not responsible if you use the Site and/or the Services in any manner that violates applicable law.

2. MODIFICATION OF THIS AGREEMENT

Paylively reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Site. You should check this Agreement on the Site periodically for changes. All changes shall be effective upon posting. We will date the terms with the last day of revision.

Your continued use of the Mobile App, Site or the Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Paylively may terminate, suspend, change, or restrict access to all or any part of the Mobile App, Site or the Services without notice or liability.

3. PRIVACY POLICY

Your privacy is important to Paylively, we highly value and respect the privacy of the personal information we obtain from you when you use the Mobile App, Site or the Services. For details on how we handle and protect data, Paylively maintains a Privacy Policy. We reserve the right to update the Privacy Policy at our discretion, and that any changes made to our Privacy Policy are effective upon posting.

5. USER INFORMATION ACCURACY AND UPDATES

To access Paylively's Services, you must create a Mobile App user account with Paylively. This process will include creation of a Login ID and password to access the Mobile App and the Services. When you sign up for a user account, you agree to provide accurate, current and complete information such as your name, mailing address, and email address -as may be prompted by any registration forms available through the Mobile App, in connection with the Services or as otherwise requested by Paylively for such information ("User Information"). You further represent that you are a legal owner of, and that you are authorized to provide us with, all User Information and other information necessary to facilitate your use of the Mobile App and Services. To use certain Services, Paylively may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Mobile App and/or Services.

Should any of your User Information change, you agree that you will update this information as soon as possible. You may update your User Information through the Mobile App or by emailing us at support@paylively.com. Should you believe or have reason to believe that any of your User Information, including your Login ID and/or password, has been compromised, or that another person is accessing your user account through some other means, you agree to notify us as soon as possible at support@paylively.com. You agree to update Paylively in the event that the Account Information provided by you changes, and Paylively will not be held liable for any errors or fees that occur as a result of outdated Account Information.

6. ACCOUNT TERMINATION

You may close your account and terminate your relationship with us by chatting with us through the mobile app after you login or by emailing us at support@paylively.com and providing details identifying your Paylively account i.e. your name, phone number and email address. There is no fee to close your account. If you close your account, you will not be permitted to use any Services and any Service-specific accounts will also be closed. If you need help in terminating your account, please email us at support@paylively.com or chat us via the mobile app. We will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of our services, or for deletion of your information or account data.

We, at our sole discretion, reserve the right to terminate this Agreement, terminate or suspend access to the Service, or terminate or suspend your Paylively User Account at any time for any reason. We will make reasonable efforts to notify you of any such suspension or termination unless we terminate your access once we become aware of any violation or possible violation of this Agreement in our sole discretion.

If we terminate this Agreement, terminate or suspend your access to the Services, or terminate or suspend your User Account, we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of our services, or for deletion of your information or account data.

7. THIRD-PARTY ACCOUNT INFORMATION

To use the Services, you direct Paylively to retrieve your account transaction history, balance information, and/or other information maintained by third-parties which are your personal accounts you own, manage and engage in financial transactions with ("Third-Party Account Information"). Paylively works with one or more third-party service providers to access this Third-Party Account Information. We will use this information to provide you with the Services you request, for our own internal business purposes and to offer you other Paylively products and services that may be of interest to you.

By using the Services, you authorize Paylively to access this 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. By agreeing to this Agreement, you are also agreeing that you are responsible for keeping any passwords and usernames you provide to us so we can retrieve this Third-Party Account Information secure, and for keeping those passwords and usernames up to date in the Mobile App.

Paylively does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Paylively is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites. You acknowledge that any Third-Party Account Information that we communicate to you or is displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity.

You may choose to disconnect a Bank Account from your Paylively User Account through the Mobile App. By disconnecting your Bank Account from your Paylively User Account, you may lose your ability to receive some or all of the Services.

8. OTHER SERVICES

Paylively may, from time to time, offer rewards programs. The specific terms of any such rewards program will be displayed to you through the Services. Paylively reserves the right to cancel, modify or terminate any rewards program at any time.

Paylively may also inform you about income opportunities that might interest you. Paylively may receive compensation when we successfully connect users to income opportunities.

9. ADVANCE SERVICE

Paylively offers free non-recourse Advances as part of its "Advance Service". We determine the amount of any Advance that you are eligible for based on, among other things, your anticipated income, and an analysis of your deposits and transaction history. You may be eligible for a maximum Advance Amount of up to $300; the Advance Amount for which you are approved will be displayed to you through the Services. Please note that you cannot request an Advance if you already have an Advance outstanding. We reserve the right to change our eligibility criteria and Advance amounts at any time with or without notice to you.

You must affirmatively choose to receive an Advance.

Paylively may monitor your Bank Account and alert you if we detect that your Bank Account balance is below a certain threshold or that you may be at risk of overdrawing, we may alert you via SMS messages, push notifications or email and may invite you to request an Advance, eligible users requesting an Advance will then be offered the opportunity to receive an Advance. Paylively is not responsible for, nor assumes any liability for errors or omissions in sending such alerts.

All Advances are free. You may, however, choose to make voluntary payments referred to as 'Tips' or 'Donations' in appreciation of the Advance Service provided. In no way does a 'Tip' or 'Donation' alter your eligibility to receive an Advance, your ability to access an Advance or the amount of any Advance you are eligible for.

9.1 WHEN YOU WILL BE CHARGED FOR ADVANCE REPAYMENT

If you receive an Advance, Paylively will charge your Bank Account for Advance repayment any time after the later of: (a) the due-date displayed to you through the Services when you request the Advance; (b) the due-date chosen by you when extending your due-date within the app; or (c) any time Paylively sees a positive cash inflow into your Bank Account even if that available cash isn't enough to pay the full amount owed on the Advance. Alternatively, you may choose to repay your Advance by self-initiating repayment to Paylively via ACH. If the determined Repayment Date is on a weekend or a holiday, we may adjust your Repayment date to the next business day. By accepting an Advance, you authorize us to debit your Bank Account on the Repayment Date through an ACH transfer.

If the payment you have authorized is (a) declined or returned by your financial institution, (ii) if we do not process your repayment because we have determined you do not have sufficient funds in your Linked Account, or (iii) we are otherwise unable to process your repayment on the Repayment Date, we will reattempt your repayment up to two (2) additional times.

Please note that you can always repay an Advance before your due-date for free.

Although Paylively is helping users avoid overdraft fees, Paylively is not responsible for any overdraft fees, over-the-limit fees, insufficient fund charges, or any other bank fees that result from your failure to maintain a sufficient balance in your Bank Account. Paylively may monitor your Bank Account balance and does its best effort to ensure you have sufficient funds before debiting your account, but Paylively makes no warranties that an overdraft will not occur.

Your bank, and not Paylively, controls the sequence in which it processes credits and debits (additions and subtractions) to your Bank Account. Thus, when Paylively seeks to debit your Bank Account for amounts authorized to Paylively, or you authorize a transfer of funds between various accounts, the manner in which your bank processes credits and debits associated with various transactions may result in overdrafts and/or generate insufficient funds fees or other bank fees even where you believe that you have sufficient funds in your Bank Account. You, and not Paylively, are responsible for reviewing the terms of your Bank Account to understand your Bank's overdraft policy and the manner in which your bank posts debits and credits.

9.2. PAYLIVELY'S RECOURSE IN THE EVENT OF NON-PAYMENT

This Section sets forth the entirety of Paylively's recourse against you in the event that an Advance is not recovered. Any other recourse or remedies claimed by Paylively, including but not limited to, indemnities, limitations on liability, and disclaimers of warranty described in this Agreement, do not apply to non-payment of an Advance. To the extent that any recourse-related provision of this Agreement conflicts with this Section, this Section shall control.

Paylively warrants that it has no legal or contractual claim against you based on a failure to repay an Advance, but Paylively will suspend your access to the Services until you repay an Advance in full. With respect to a failure to repay an Advance, Paylively warrants it will not engage in any debt collection activities, place the amount owed with or sell to a third party for the purpose of debt collection activities, or report you to a consumer reporting agency. Paylively does not waive any rights regarding fraudulent activity, and Paylively will pursue instances of fraud.

Paylively is not currently licensed by the Department of Financial Protection and Innovation. If the Department does decide in the future to license Paylively, and/or require Paylively make modifications to its Advance product agreement, such developments may have no impact on your obligations under this agreement.

Although Paylively is not licensed by the Department, any consumer is invited to share any comment and concerns about Paylively or its product and practices with the Department of Financial Protection and Innovation at (866) 275-2677 (toll-free) or at the following URL: https://dfpi.ca.gov/file-a-complaint/.

9.3. DELIVERY OF ADVANCES TO YOUR BANK ACCOUNT

When you request an Advance, it will be delivered to your bank account by an Automated Clearing House (ACH) transfer as a Standard Delivery transfer. You may request that Paylively expedite disbursement of your Advance through the Same-Day or Next-Day ACH transfer by paying an optional fee (the "Express Delivery Fee"). The cost of this fee and expected delivery time will be disclosed to you when you request an Advance through the Mobile App. You will be given the opportunity to choose between the expedited or normal delivery method at the time you finalize the Advance transaction. The Express Fee is payable at the time you repay the Advance.

When you request the Advance, you will generally receive it in your Bank Account within the next 1-3 Banking Days after you request the Advance and Paylively approves the Advance.

Standard ACH transfers will generally appear in your Bank Account between one (1) to three (3) banking days, Same-Day and Next-Day transfers ("Express" or "Expedited" delivery) will generally take 1 to 2 banking days. We do not charge a fee for Standard ACH transfers.

Note that the timeframes described above are only estimates and apply once your Advance request is received by Paylively and is processed and marked as "Approved". Once we send an Advance to your Bank Account, we do not control when the banks and electronic transfer networks will make it available to you. Paylively will make reasonable efforts to process Advance requests within 48 working hours but we make no warranties that delays will not occur.

Paylively will make reasonable efforts to process your Advance request, but you acknowledge and understand that processing may be delayed or prevented for various reasons. Further, Paylively is not liable for any delays in the processing of your Advance request.

9.4 REFUNDS

Tips and Delivery Fees are non-refundable.

10. CONSENT TO ELECTRONIC COMMUNICATIONS AND DOING BUSINESS ELECTRONICALLY

By choosing to use the Mobile App or the Services, you will receive from time-to-time disclosures, notices, documents, and any other communications about our Services, the Mobile App, or Paylively from Paylively ("Communications"). We can only give you the benefits of our Services by conducting business through the Internet, and therefore we need you to consent to receiving Communications electronically. This Section informs you of your rights when receiving electronic Communications from us.

We reserve the right, in our sole discretion, (a) to communicate with you in paper form and/or (b) to discontinue providing you with Electronic Communications, and/or (c) to terminate our Agreement and conditions with respect to Electronic Signatures and Electronic Communications. Subject to any applicable law, we may notify you of any such discontinuance, termination or change by means of Electronic Communications, by updating this Agreement on the Mobile App, Site or the Services, or by delivering notice by email or text message, or by any other means of Electronic Communications that we may choose in our discretion.

By accepting this Agreement, you agree that electronic Communications shall be considered "in writing" and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time.

You understand that, in order to view and/or retain copies of the electronic Communications, you will need to meet the minimum technology requirements described in these terms, as well as have software that allows you to open and view PDF files, such as Adobe Acrobat Reader. You will also need sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them.

Subject to applicable law, you consent and agree:

• To use Electronic Signatures to indicate that you have read and understand, and that You agree and consent to this Agreement, our Privacy Policy, and any and all other Agreement and conditions and/or any other agreements that we may provide on any form of Electronic Media;


• That any and all Communications that we may send or provide to you (even Communications that we may otherwise be required to send or provide you in paper form) shall be in the form of Electronic Communications;


• Each Electronic Communication will be considered to be received by you at the time that we first attempt to send it to you, or if posted on the internet or on a Site or our Mobile App, within 24 hours after the time that it is posted;


• To print and save and/or electronically store a copy of all Electronic Communications that we send to you;


• To notify us of any change in your email address or your telephone number or other text message address by contacting us at support@paylively.com;


• That the foregoing consents and agreements will remain in effect unless and until you withdraw them in accordance with this Agreement;


• That you represent and warrant to us that you have read and understand this Consent to Use Electronic Signatures and Electronic Communications.

Electronic Signature means any means that is used to indicate Your consent and/or agreement by means of any Electronic Media, which may include, but is not limited to, clicking a button or checking a box on or taking any other action to indicate Your consent and/or agreement on or in any Electronic Media.

10.1 WITHDRAWING CONSENT

You may withdraw your consent to receive Communications electronically by contacting us at support@paylively.com. If you withdraw your consent, we reserve the right to limit or close your Paylively Account. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected. You agree to pay any amount owed to Paylively such as Delivery Fees even if you withdraw your consent and we close or limit access to the Mobile App and/or the Services.

10.2. TELEPHONE CALLS AND SMS MESSAGING

You consent to receive telephone calls (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, with service-related information such as alerts, or questions about your use of the Services and/or Mobile App. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else's. You represent that you are permitted to receive calls at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Paylively and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this Section even if you will incur costs to receive such phone messages, text messages, emails or other means.

By providing your consent, you agree to receive SMS messages (including text messages), from us, our agents, representatives, or anyone calling on our behalf at the specific number(s) you have provided to us. You certify, warrant, and represent that the telephone number you have provided to us is your contact number and not someone else's. You represent that you are permitted to receive text messages at the telephone number you have provided to us. Paylively and our agents, representatives, and anyone contacting you on our behalf may use such means of communication described in this Section even if you will incur costs to receive such SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.

You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

If you are experiencing issues with the messaging program you can get help directly at support@paylively.com.

As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Carriers are not liable for delayed or undelivered messages.

We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.

If you have any questions regarding privacy, please read our privacy policy.

11. INTELLECTUAL PROPERTY RIGHTS

The Mobile App, Site and the Services are owned and operated by Paylively. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the "Paylively Materials") are owned exclusively by Paylively or the licensors or suppliers of Paylively and are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.

Nothing on this Site, Mobile App or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Paylively Materials displayed on the Mobile App, Site or the Services, without our prior written permission in each instance.

You may not use, copy, display, distribute, modify or reproduce any Paylively Materials found on the Mobile App, Site or the Services unless in accordance with written authorization by us. Paylively prohibits use of any of the Paylively Materials as part of a link to or from the Mobile App, Site or the Services unless establishment of such a link is approved in writing by us in advance.

Any questions concerning any Paylively Materials, or whether any mark or logo is a Paylively Material, should be referred to Paylively. All rights related to Paylively Materials are hereby reserved. You agree that Paylively Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Paylively.

You acknowledge that Paylively Materials are and shall remain the property of Paylively. You may not modify, participate in the sale or transfer of, or create derivative works based on any Paylively Materials, in whole or in part.

12. YOUR REPRESENTATIONS AND WARRANTIES

By using the Mobile App, Site or the Services, you represent and warrant all of the following:

• You have the right and authority to submit or otherwise provide us with any documents for the provision of the services, including but not limited to documents related to your financial situation;
• Your linked Bank Checking Account, is not a joint account ("Joint Account"). Joint Account means any account that is held by more than one person;
• Your use of the Services does not violate or promote the violation of any applicable law or regulation or any legal or contractual obligation you may have to a third party, and you have and will at all times comply with all applicable laws, rules and regulations in connection with your use of the Services;
• Any Bank Account(s) you associated with the Services are located in the United States;
• You shall not share your Paylively User Account or login information with any third party, nor let any third party access your Paylively User Account, and are responsible for maintaining the confidentiality of the login information for your Paylively User Account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your Paylively User Account, even if such activities were not committed by you;
• You will not link your Bank Checking Account to more than one Paylively User Account.

By using the Services, you understand and agree that Paylively, through any identification verification methods it employs, may in its sole discretion, but is not required to, verify that any or all of your representations and warranties listed above are met. If you become aware of any violation or possible violation of your or another user's representations and warranties listed above, you will report it to Paylively. If Paylively becomes aware of any violation or possible violation of this Agreement, it may suspend and/or terminate your Paylively User Account with or without notice in its sole discretion.

13. DISCLAIMER OF WARRANTIES

As noted above, through the Services you may receive predictions about your financial situation including, for example, predictions about your likelihood of overdrawing your Bank Account. You understand and acknowledge that each prediction merely represents our attempt to predict the relevant facts regarding your Bank Account, that we do not guarantee the accuracy of any such prediction and that the Services might not predict an overdraft that actually occurs in your Bank Account. Except as expressly set forth herein any use of the Mobile App, Site or the Services, and any decision of yours to act upon any Prediction is your sole responsibility and at your exclusive risk.

No advice or information, whether oral or written, obtained by you from Paylively, shall create any warranty not expressly stated in this Agreement. If you choose to rely on such information, you do so solely at your own risk.

The Mobile App, Site and the Services are provided on an "as is'' and "as available" basis without warranties of any kind and does not guarantee that it will be free of defects. To the fullest extent permitted by law, Paylively and all of its successors, parents, subsidiaries, affiliates, officers, directors, stockholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors, assigns, licensors and suppliers including payment processors (collectively, the "Paylively Parties") expressly make no representations or warranties of any kind, express, statutory, or implied as to the content or operation of the Mobile App, Site and the Services. You expressly agree that your use of the Mobile App, Site or the Services is at your sole risk.

If you are a California resident, you hereby waive California Civil Code Section 1542 which provides: "a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

The Paylively Parties make no representations, warranties or guarantees, express or implied, regarding the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the information or content on the Mobile App, Site or the Services, and expressly disclaim any warranties of merchantability, fitness for a particular purpose, non-infringement, or title. The Paylively Parties make no representation, warranty, or guarantee that the Mobile App, Site or the Services are free of viruses, bugs, defects, errors, or other computing routines that contain damaging or otherwise contaminating properties, or programs intended to intercept or steal personal or system data. Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

Paylively will make reasonable efforts to provide timely and accurate alerts to you, but you acknowledge and understand that alerts may be delayed or prevented for various reasons. Paylively does not guarantee the delivery, accuracy, or timeliness of alerts. Further, Paylively is not liable for any errors in the delivery or content of an alert, and Paylively is not liable for actions you take, or do not take, in reliance on alerts. Paylively is not liable for any third party reliance on alerts.

Paylively is Not A Legal Adviser, Tax Adviser or a Financial Adviser.

Paylively does not intend to provide you with any legal, tax, or financial advice through the Mobile App, Site and the Services. Paylively is not a lawyer, tax advisor, broker, or financial planner. Paylively encourages you to consider consulting an accountant or other financial advisor aware of your individual circumstances before implementing any financial strategy or making other financial decisions.

14. LIMITATION OF LIABILITY

The Paylively Parties will not be responsible, under any circumstances, to you or any third party for any direct, indirect, incidental, special, consequential, exemplary, liquidated, or punitive damages, including damages under warranty, contract, tort, negligence, or any other claims, arising out of or relating to your use of the Mobile App, Site or the Services, the Paylively materials, or any content or other materials on or accessed through the Mobile App, Site or the Services, even if Paylively has been advised of the possibility of such damages.

The Paylively Parties will also not be liable to you for any use of information, data, or other material transmitted via the Mobile App, Site or the Services, or for any errors, defects, interruptions, deletions, or losses resulting from, including loss of profit, revenue, or business, arising in whole or in part from your access to, or use of, the Mobile App, Site or the Services.

In no event will the Paylively Parties' total liability to you for all damages, losses or causes whether in contract, tort (including, but not limited to, negligence) or otherwise of action exceed USD 100 (one hundred United States dollars). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you.

If you are dissatisfied with any portion of the Mobile App, Site or the Services or with this agreement, your sole and exclusive remedy is to discontinue use of our services.

15. INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Paylively Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys' fees arising out of or relating to (in) your access to, use of or alleged use of the Mobile App, Site or the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Paylively reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Paylively.

16. LIMITATIONS OF USE

You agree to use the Mobile App, Site and the Services only for lawful purposes. You are prohibited from any use of the Mobile App, Site and the Services that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Mobile App or Services, including but not limited to unauthorized entry into Paylively's systems, misuse of passwords, or misuse of any information posted on the Mobile App, Site or through the Services is strictly prohibited. Paylively makes no claims concerning whether use of the Mobile App, Site or the Services is appropriate outside of the United States. If you access the Mobile App, Site or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

You agree you will not 1) try to reverse engineer, disassemble, decompile, or decipher the Mobile App, Site or the Services or software making up the Mobile App, Site and the Services, 2) navigate or search the Mobile App, Site or the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), 3) use a means other than Paylively's provided interface to access the Mobile App, Site or the Services, 4) use the Mobile App, Site or the Services in a way that could impair, overburden, damage, or disable any portion of the Mobile App, Site or the Services, or 5) mirror any material contained on the Mobile App, Site or the Services.

Paylively reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and Paylively also reserves the right to take action to protect Paylively, other users, and other third parties from any liability, fees, fines, or penalties. We make take actions including, but not limited to: 1) updating information you have provided to us so that it is accurate, 2) limiting or completely closing your access to the Mobile App, Site or the Services, 3) suspending or terminating your ability to use the Mobile App, Site or the Services on an ongoing basis, 4) taking legal action against you (note, as described in this agreement Paylively will not take action against you for failure to repay an Advance), 5) holding you liable for the amount of Paylively's damages caused by your violation of this Agreement.

17. WAIVER

You agree that if Paylively does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Paylively has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.

18. SEVERABILITY

If any provision of this Agreement is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, this Agreement's remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

19. GENERAL PROVISIONS

This Agreement is the entire understanding and agreement between you and Paylively. This Agreement supersedes any previous Terms of Use agreement or other agreement to which you and Paylively may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

20 DISPUTE RESOLUTION BY BINDING ARBITRATION (Arbitration Provision)

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 20.2 "Opt-Out of Arbitration Provision" BELOW.

20.1 Election to Arbitrate

You and Paylively agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 20 "DISPUTE RESOLUTION BY BINDING ARBITRATION (Arbitration Provision)", unless you opt out as provided in Section 20.2 "Opt-Out of Arbitration Provision" below or your Claim is subject to an explicit exception to in this Arbitration Provision. As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of Section 20.6 "No Class Actions" below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement.

Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the "FAA"). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

20.2 Opt-Out of Arbitration Provision

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@paylively.com within thirty (30) days of the date of your electronic acceptance of the terms of this Agreement (such notice, an "Arbitration Opt-Out Notice"). The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. If you don't provide Paylively with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Claim except with regard to a Small Claims Action or an IP Protection Action, as expressly set forth above.

20.3 Judicial Forum for Disputes

In the event that (i) you or we bring an IP Protection Action; (ii) you timely provide Paylively with an Arbitration Opt-out Notice; or (iii) this Arbitration Provision is found not to apply, the exclusive jurisdiction and venue of any Claim will be the state and federal courts located in New Castle County, Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our right to a jury trial.

20.4 Informal Dispute Resolution

If a Claim arises, 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. You agree that before filing any claim in arbitration, you will try to resolve the Claim informally by contacting us at support@paylively.com. Similarly, Paylively will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Claim is not resolved within thirty (30) days after the email noting the Claim is sent, you or Paylively may initiate an arbitration proceeding as described below.

20.5 Waiver of Right to Litigate

Unless you timely provide Paylively with an Arbitration Opt-out Notice, you acknowledge that you have a right to litigate claims through a court before a judge or jury, but will not have that right if any party elects arbitration pursuant to this arbitration provision. The parties hereby knowingly and voluntarily waive their rights to litigate such claims in a court before a judge or jury upon election of arbitration by any party.

20.6 No Class Actions

You and Paylively agree that the arbitration of any Claim shall proceed on an individual basis, and neither you nor Paylively may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Claim against Paylively will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR PAYLIVELY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE CLAIMS BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY CLAIM IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY CLAIM (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 20.6 "NO CLASS ACTIONS", SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

20.7 Arbitration Location and Procedure

The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or Judicial Alternatives and Mediation Services ("JAMS"). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration.

Unless you and Paylively otherwise agree, the arbitration will be conducted via videoconference, telephonically or via other remote electronic means, or if you so elect and Paylively agrees, all proceedings can be conducted in the county where you reside. If your claim does not exceed USD10,000, then the arbitration will be conducted solely on the basis of the documents that you and Paylively submit to the arbitrator, unless you request a hearing or the arbitrator determines that a videoconference, telephonic or in-person hearing is necessary. If your claim exceeds USD10,000, your right to a hearing will be determined by the Arbitration Rules. Subject to the Arbitration Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Notwithstanding any language to the contrary in this Section 20.7 "Arbitration Location and Procedure", if a party seeks injunctive relief that would significantly impact other Paylively users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators.

20.8 Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the Arbitration Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" Section 14 as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

20.9 Appeals

Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act ("FAA"), and may be entered as a judgment in any court of competent jurisdiction.

20.10 Fees

If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. Fees for hearings will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

20.11 Survival and Severability of Arbitration Provision

This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 20.6 "No Class Actions", is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision's limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 20.6 "No Class Actions", are finally adjudicated pursuant to the last sentence of Section 20.6 "No Class Actions", to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

20.12 Changes to the Arbitration Provision

If Paylively changes this Arbitration Provision after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to support@paylively.com) within 30 days of the date such change became effective, as indicated in the "Updated" date above or in the date of Paylively's communication to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Paylively in accordance with the provisions of this Arbitration Provision as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement). If you do not reject any changes made by Paylively as outlined above, Paylively will assume you are accepting the changes.

21. AGREEMENT TERMINATION

Paylively may terminate this Agreement at any time without notice, or suspend or terminate your access and use of the Mobile App, Site or the Services at any time, with or without cause, in Paylively's absolute discretion and without notice. The following provisions of this Agreement shall survive termination of your use or access to the Mobile App, Site or the Services: the Sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Mobile App, Site or the Services. Paylively further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Mobile App, Site or the Services at any time with or without notice.

22. GOVERNING LAW AND VENUE

Except for Section 20 "DISPUTE RESOLUTION BY BINDING ARBITRATION (Arbitration Provision)" which is governed by the FAA, this Agreement and all Claims are governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

23. AVAILABILITY

We shall have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Mobile App, Site and the Services features, temporarily or permanently, including but not limited to the number of times and the maximum duration for which you may access in a given period of time. We reserve the right to make any such changes effective immediately to maintain the stability or security of the system or to comply with any laws or regulations. You may reject changes by discontinuing use of the features to which such changes relate. Your continued use of the Site, Mobile App and Services will constitute your acceptance of and agreement with such changes. Maintenance upon the Mobile App may be performed from time-to-time resulting in interrupted service, delays or errors in the App features. Attempts to provide prior notice of scheduled maintenance will be made, but Paylively cannot guarantee that such notice will be provided.

24. LINKS TO OTHER WEBSITES AND SERVICES

The Mobile App and our website may contain links to outside services and resources, the availability and content of which Paylively does not control or monitor. We are not responsible for examining or evaluating, and we cannot guarantee and expressly do not warrant the offerings of these businesses or individuals or the content of their web sites. Except where an endorsement or relationship is expressly disclosed, links to and from such sites do not constitute a Paylively endorsement, and Paylively does not represent or imply that there is any business relationship between Paylively and the other entities. Paylively does not assume any responsibility or liability for the actions, products, and content of these and any other third-parties. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource.

25. CONTACTING US

If you have questions regarding the Agreement or the practices of Paylively, please contact us by email at support@paylively.com or by regular mail at Paylively Inc., 2810 N. Church St, Wilmington, DW 19802

26. SUPPORT AND FEEDBACK

Users may contact Paylively with regard to support for the Mobile App, Site or the Services by sending an email to support@paylively.com. We welcome feedback, comments and suggestions for improvements to the Mobile App, Site or the Services ("Feedback"). You can submit Feedback by emailing us at support@paylively.com or by posting a review on Google PlayStore or Apple AppStore. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

27. ASSIGNMENT

You may not assign any rights hereunder without our prior written consent. Paylively may assign its rights or obligations pursuant to this Agreement. Nothing contained in this Agreement shall be construed to limit the actions or remedies available to Paylively with respect to any prohibited activity or conduct.

28. NO JOINT VENTURE

No joint venture, partnership, employment, or agency relationship exists between you and Paylively as a result of this Agreement or your use of the Mobile App, Site or the Services.