User Terms

Effective Date: January 1, 2023

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These User Terms are a binding agreement between you and Outpave that governs your access to and use of Services offered by Outpave. Capitalized terms used in these User Terms but not defined herein are defined in the .

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References to “Company” mean the company with whom you are associated that is applying for, or has opened, a Outpave Account to use the Services. References to “you” mean a User or Administrator of Company’s Outpave Account.

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By using the Services available to you under Company’s Outpave Account, you consent to and agree to abide by these User Terms as well as the  which are hereby incorporated by reference. You also consent to and agree to comply with the duties and obligations of Company under the Platform Agreement, the applicable Program Terms for Services you use, all applicable law, and Card Network rules in connection with your use of Company’s Outpave Account and Services.  

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You also consent to receive all communications from Outpave electronically as described in these User Terms, including automated phone calls and text messages in accordance with the section herein entitled “Notices, Phone Communications and Agreement to be Contacted”. 

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We may update or replace these User Terms by posting an updated version to our website. As between you and Outpave, you are solely responsible for ensuring that Company promptly notifies you of any Notice provided to Company regarding these User Terms and that you check these User Terms for updates from time to time. Your continued use of the Services will serve as your acceptance of any changes to these User Terms.

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THESE USER TERMS CONTAIN AN AGREEMENT TO RESOLVE ANY CLAIMS THROUGH BINDING ARBITRATION AND A WAIVER OF ANY CONSOLIDATED OR CLASS ACTIONS, ALONG WITH IMPORTANT DISCLAIMERS AND LIMITATIONS OF LIABILITY. PLEASE READ THIS CAREFULLY AND ONLY USE THE SERVICES IF YOU UNDERSTAND AND AGREE TO THESE PROVISIONS. 

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Access, Eligibility and Personal Data

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Prior to accessing or using the Services on behalf of Company, Company must configure you as a User or Administrator, as applicable, on Outpave’s online portal and provide you with access and instructions for activating your profile.

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Eligibility

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By using Services you represent and warrant in your individual capacity that:

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You are not a Prohibited Person

You are an employee, contractor, or agent authorized by Company to use the Services on Company’s behalf

All information including Personal Data you provide to us, either directly or through an Administrator, is and will be current, accurate, and complete

You will use the Services exclusively for Company’s business purposes and not for any personal, family, or household use

You will use the Services in compliance with applicable law

You have reviewed the Platform Agreement, and the terms, agreements, or policies incorporated by reference, including these User Terms

You are 18 years old (or any older age of majority required in your state of residence)

Use of your personal information

To be configured as a User or Administrator on Company’s Outpave Account, Company must provide to Outpave certain Personal Data about you, including your name, phone number, email address and other contact information. You acknowledge that you have authorized Company and Administrators to share your Personal Data with Outpave. You must provide Company with Personal Data that is current, complete, and accurate at all times.

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At any time during your use of the Services, we may require additional information from or about you. Details on our collection, use, and handling of Personal Data are described in our . Please review it carefully and contact us if you have any questions. By using the Services, you agree that we may use your Personal Data in accordance with our Privacy Policy. You further acknowledge and agree that we may use and provide your Personal Data to Program Partners and Third-Party Service Providers.

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Consent to electronic signature

You agree that using the Services available to you under Company’s Outpave Account constitutes your electronic consent to the User Terms. You also agree that your electronic consent has and will have the same legal effect as a physical signature.

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Use of the Services

Prohibited and Restricted Activities

You may only use Company’s Outpave Account and the Services for the valid, lawful bona fide business purposes of Company, such as making purchases on behalf of Company. You are prohibited from using Company’s Outpave Account or the Services for:

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Any purpose that is unlawful or prohibited by the Platform Agreement or these User Terms

Personal, family, or household use

Any activities included on the 

Any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by OFAC or the U.S. Department of State

Any other purpose unrelated to the business of Company

We may terminate your access to Company’s Outpave Account and Services if we know or believe that you are engaged in any activities included on the Prohibited Activities List or otherwise do not comply with these restrictions.

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Safeguards and Credentials

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You will use all reasonable means to protect Cards, mobile devices, web browsers, and anything else used to access or utilize the Services, as applicable. You will not allow any other person or third party to use Company’s Outpave Account or Services (including use of Cards) on your behalf. 

If you are an Administrator, you will maintain your own unique set of Credentials and keep those Credentials secure. You will not share those Credentials with any other person or third party, or reuse Credentials for other services. You will not grant any other person or third party access to Company’s Outpave Account or Services.

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You will immediately notify Company of the loss or theft of a Card, any unauthorized access or use of your Outpave Account or the Services, or where you know or suspect your mobile device or, if you are an Administrator, your Credentials, are compromised or lost. If you are an Administrator and you receive such a notice you will immediately disable access to the Services by any individual whose profile has been compromised, limit permissions and/or disable any lost or stolen Card on Outpave’s online portal.  You can also contact us directly by calling 855-935-0100 or emailing support@outpave.com

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We may suspend your access to the Services at any time and for any reason, including if we believe your mobile device or Credentials have been compromised, we suspect unauthorized access or use of your Outpave Account or if not doing so poses a risk to you, Company, Outpave, or any third parties.

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Using Cards

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). If you are a User, you will promptly notify an Administrator when a Card is lost, stolen, breached, or needs to be replaced. In such cases, replacement cards must be requested by an Administrator.

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Administrators will review the Periodic Statement associated with Company’s Cards on no less than a monthly basis. You will promptly report any unauthorized or fraudulent activity to Company or to Outpave directly by calling 855-935-0100 or emailing support@outpave.com .

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Company’s Outpave Account is commercial in nature, and you acknowledge and agree that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on Company’s Outpave Account or your use of the Services.

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Ownership of Outpave Property, Feedback

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Outpave and licensors own the Outpave Property. You may only use Outpave Property as provided to you and for the purposes provided in these User Terms or as otherwise permitted by the Platform Agreement between Company and Outpave. You may not modify, reverse engineer, create derivative works from, or disassemble Outpave Property, or register, attempt to register, or claim ownership of Outpave Property or portions of Outpave Property.

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Outpave grants you a nonexclusive and nontransferable license to use Outpave Property as provided through the Services and as permitted by these User Terms. This license terminates immediately and without any further action upon termination of the Platform Agreement or these User Terms, unless terminated earlier by us.

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We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide to us.

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Suspension and Termination

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Outpave may suspend or terminate access to Company’s Outpave Account or the Services, disable Cards and/or terminate these User Terms at any time and for any reason, in our sole and absolute discretion, without prior Notice including where directed by the Company or a Program Partner, upon termination or suspension of Company’s Outpave Account, or where we determine in our sole discretion that continuing to provide Services or access to you poses an unacceptable risk to you, Outpave, or third parties. 

In the event that the Platform Agreement with Company is terminated, except as expressly provided in the Platform Agreement, these User Terms will immediately terminate (other than Section 1, Sections 4 through 11, Sections 13 through 15 and any other sections giving rise to continued obligations of the parties, which will survive termination of these User Terms).

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Notices, Phone Communications and Agreement to be Contacted

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Notices and communications

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You will receive Notices to the email and phone numbers provided to Outpave by you or an Administrator. These Notices may include, for example, alerts about Services, Cards, Charges or attempted Charges and other transactions, your relationship with Outpave, as well as Notices about promotions and reward and referral programs. Notices from Outpave may require you to respond, such as, for example, providing information about Charges or attempted Charges on Cards. If you are a User, you will sign into and out of Cards, sign into and out of vehicles, provide a vehicle license plate and odometer reading and receive Notices about declined transactions solely using text messages. 

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We may also send text messages to you to allow us to verify your identity, to provide other information about Company’s Outpave Account and for other purposes that we identify and that are available through Company’s Outpave Account. If you are an Administrator, we may also send Notices to you regarding Company’s Outpave Account or account security and providing or requesting information on recent transactions.

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Each User is required to have a mobile phone that is capable of receiving and sending text messages to use the Services and to receive Notices correctly.

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Each Administrator must have the following hardware and software capabilities to access and use the Services and receive required Notices:

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A valid, working email account

A mobile phone capable of receiving and sending text messages

Access to a computer and connection to the Internet. Your Internet browser must be one of the current and previous major releases of Chrome, Firefox, Microsoft Edge, or Safari.

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You are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically. Message and data rates may apply. Outpave is not responsible for such charges.

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Your Consent to Receive Automated Calls and Texts 

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You acknowledge that by agreeing to these User Terms and continuing to use Outpave Services including Cards, you expressly agree to receive Notices electronically, including in the form of artificial voices, prerecorded voice messages, and/or autodialed calls and text messages (such as SMS, MMS, or successor protocols or technologies) to your phone number from Outpave. You acknowledge that automated calls or text messages may be made to your phone number even if your phone number is registered on any state or federal Do Not Call list.  You agree that Outpave may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you or an Administrator at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means.  You agree to receive automated calls and text messages from Outpave, even if you deactivate your User or Administrator profile or Company terminates its relationship with us, except if you opt-out in accordance with the instructions below.  You understand that your consent to receive messages electronically as described in these User Terms has the same legal effect as a physical signature.  

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Opt-Out Instructions  

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Your consent to receive automated calls and texts is completely voluntary.  You may withdraw consent to receive Notices electronically at any time by ceasing to use the Cards and Services and following the instructions below. However, if you do not consent to or opt out of receiving Notices via email or text messaging, which is our primary method of communicating with you, you will not be able to use Cards or other Services and your User or Administrator profile, as applicable, will be deactivated.

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To opt-out of automated voice calls (not text messages), you must (i) provide us with written notice revoking your consent to receiving automated calls; (ii) in that written notice, you must include your full name, mailing address, Company’s name, and the specific phone number(s) for which you wish to stop automated calls; and (iii) send this written notice to support@outpave.com.   

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You understand that you do not have to agree to receive automated promotional calls or texts as a condition of using Outpave Services.  If you want to opt out of receiving automated promotional calls and emails, you may call us at 855-935-0100 or email us at support@outpave.com

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It is your sole responsibility to notify us if you no longer want to receive electronic Notices including automated calls or text messages.  You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions.  Please allow up to thirty (30) days to process any opt-out request.  Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls or send non-automated text messages to you.  It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request.  We are not responsible for unwanted contact from third parties.  Please contact third parties directly to inform them of your communication preferences.

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Providing Telephone Numbers and Other Contact Information 

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You verify that you are the current subscriber or owner of any phone number that you provide to us, either directly or through an Administrator.  You are strictly prohibited from providing a phone number that is not your own.  If we discover that any information provided in connection with your User or Administrator profile is false or inaccurate, we may suspend or terminate your ability to use the Services at any time.  Should any of your contact information change, including ownership of your phone numbers, you agree to immediately notify an Administrator and contact us before the change goes into effect by calling 855-935-0100, or emailing us at support@outpave.com . Call Recording and Monitoring

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You acknowledge that telephone calls to or from Outpave may be monitored and recorded and you agree to such monitoring and recording.  

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Release of Claims

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In consideration of the Services provided by Outpave, you hereby release Outpave from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).

Disclaimer of Warranties

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THE SERVICES ARE PROVIDED BY OUTPAVEAS IS AND AS AVAILABLE. OUTPAVE DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO OUTPAVE PERSONNEL ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY.

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Indemnification

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You agree to indemnify Outpave (including Outpave’s affiliates and Outpave’s and each such affiliate’s employees, contractors, directors and agents) and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Outpave or any of the other indemnitees specified above by any third party (i) due to your violation of law, fraud, gross negligence or willful misconduct and (ii) for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or any state law equivalent, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your contact information, including telephone number. Outpave may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Outpave for the reasonable fees of such counsel and all related costs and reasonable expenses.

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Limitation of Liability

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OUTPAVE IS NOT LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THESE USER TERMS OR TO THE SERVICES OR CARDS, INCLUDING YOUR USE OF OR INABILITY TO USE SERVICES OR CARDS, WHETHER OR NOT OUTPAVE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY YOU OR THIRD PARTIES. YOU ACKNOWLEDGE THAT OUTPAVE PROVIDES SERVICES (INCLUDING CARDS) SOLELY TO (AND SOLELY FOR THE BENEFIT OF) COMPANY, AND OUTPAVE SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH ANY BREACH, FAILURE OR OTHER PROBLEM OR ISSUE WITH RESPECT TO THE SERVICES, INCLUDING ANY CARD.

Governing Law and Venue

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These User Terms will be construed, applied, and governed by the laws of the State of New York exclusive of its conflict or choice of law rules. Subject to the good faith binding arbitration requirement provisions contained in Section 11, all litigation will be brought in the state or federal courts located in New York, New York.

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Binding Arbitration 

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PLEASE READ THIS SECTION OF THE USER TERMS (the “Arbitration Agreement”) CAREFULLY.  IT REQUIRES ALL CLAIMS BETWEEN YOU AND US TO BE RESOLVED BY BINDING ARBITRATION WHENEVER YOU OR WE CHOOSE TO SUBMIT A CLAIM TO ARBITRATION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO A SMALL CLAIMS COURT) AND TO BRING OR PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION.

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Agreement to Arbitrate

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Before filing a Claim (as defined below) against Outpave, you agree to try to resolve the Claim informally by notice to Outpave of the actual or potential Claim. Similarly, Outpave will provide notice to you of any actual or potential Claim to endeavor to resolve any Claim we may possess informally before taking any formal action. Each party agrees to engage in good faith discussions in an effort to resolve the Claim informally. If, notwithstanding such good faith efforts, the actual or potential Claim is not resolved, either you or we may elect, without the consent of the other, to arbitrate any Claim (as defined below) through the binding arbitration process set forth in this Arbitration Agreement.  

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Claims Covered by Arbitration

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“Claims” subject to this Arbitration Agreement include all of the following: (1) disputes, claims or controversies arising out of or related to these User Terms or any later versions of or changes or modifications to these User Terms; (2) claims arising out of or related to any aspect of any relationship between you and us that is governed by these User Terms; (3) claims arising out of or related to your access to or use of Company’s Outpave Account or Services; and (4) claims related to the interpretation, scope, applicability, or enforceability of these User Terms including the Arbitration Agreement (except, in each case, for certain claims described in “Claims Not Covered by Arbitration” below).  Claims are subject to arbitration whether they are based in contract, tort, federal or state statute, constitution, regulation, or any other legal theory, or whether they seek legal or equitable remedies. All Claims are subject to arbitration whether they arose in the past, may currently exist, or may arise in the future, including claims or disputes that arose after termination of Company’s Outpave Account. 

Any disputes, claims or controversies arising out of or related to your relationship with our Program Partners shall be subject to the terms governing the resolution of disputes and any agreement to arbitrate of such Program Partner.

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Claims Not Covered by Arbitration

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Claims filed by you or by us in a small claims court are not subject to arbitration, so long as the dispute remains in such court and advances only an individual claim for relief. Claims principally arising from the protection of intellectual property rights or breach of confidentiality obligations are not subject to arbitration. The “Class and Representative Action Waiver” and “Public Injunctive Relief Waiver” sections below set forth additional claims not subject to arbitration.  Further, this Arbitration Agreement shall not apply to covered borrowers as defined in the Military Lending Act, 10 U.S.C. § 987.

Commencing an Arbitration

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The party initiating arbitration must choose one of the following to administer the arbitration (“arbitration administrator”):

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The American Arbitration Association (“AAA”) under AAA’s Consumer Arbitration Rules, except as modified by this Arbitration Agreement. AAA’s rules may be obtained from www.adr.org or 1-800-778-7879 (toll-free).

JAMS under the JAMS Streamlined Arbitration Rules & Procedures, including JAMS’ Consumer Minimum Standards, except as modified by this Arbitration Agreement. JAMS’ rules may be obtained from www.jamsadr.com or 1-800-352-5267 (toll free).  In the event the party initiating arbitration selects JAMS and JAMS determines that the Streamlined Arbitration Rules & Procedures do not apply, the parties agree to abide by the rules JAMS chooses to apply to the dispute.

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If both AAA and JAMS are for any reason unable to serve, then the parties may agree to a comparable arbitration administrator. If the parties are unable to agree, then a court of competent jurisdiction shall appoint an arbitration administrator.   

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Either you or we may start an arbitration by giving written notice to the other party. This notice may be given before or after a lawsuit has been filed concerning the Claim and it may be given by papers filed in the lawsuit such as a motion to compel arbitration. The party asking for arbitration must file a notice with the arbitration administrator pursuant to its rules.

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Arbitration Procedure

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Unless you and we agree otherwise in writing, the arbitration shall be decided by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years’ experience, selected in accordance with the chosen arbitration administrator’s rules.

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The arbitrator will decide the dispute in accordance with the terms of this Agreement and applicable substantive law, including the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), and applicable statutes of limitation. The arbitrator shall honor claims of privilege recognized at law. 

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The arbitrator will take reasonable steps to protect customer account information and other proprietary or confidential information.

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Any arbitration hearing shall take place in New York, New York, unless the parties agree in writing to a different location or the arbitrator so orders.

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At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding except that any party may appeal any award relating to a Claim for more than $100,000 or for injunctive relief to a three-arbitrator panel appointed by the arbitration administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding. In either event, you or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction.  The substantive law of the FAA shall govern any petition or motion to confirm or vacate the arbitrator’s award.

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Available Relief

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Except as provided in the “Public Injunctive Relief Requests” section below, the arbitrator may award damages or other relief (including injunctive relief) available to the individual claimant under applicable law.

Arbitration Costs

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If permitted by the rules of the selected arbitration administrator, you agree to pay any initial filing fee charged to you by the arbitration administrator for any arbitration you commence.  We will pay all other fees charged by the arbitration administrator or arbitrator, including any filing, administration, and/or arbitrator fees. We will pay the entire initial filing fee if: (1) you reasonably claim to be unable to afford it; and (2) you seek but cannot obtain a waiver of that fee from the arbitration administrator. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party.

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Jury Waiver and Limitation of Rights

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You and we agree that, by entering into this Arbitration Agreement, the parties are each waiving the right to a trial by jury or a trial before a judge in court (except for matters that may be taken to a small claims court).  You and we acknowledge that arbitration will limit our legal rights, including the right to participate in a class action, the right to a jury trial, the right to conduct full discovery, and the right to appeal. 

Class and Representative Action Waiver

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YOU AND WE AGREE THAT EACH PARTY TO THIS ARBITRATION AGREEMENT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  The arbitrator shall have no authority to conduct any class, private attorney general or other representative proceeding.  This paragraph does not apply to requests for public injunctive relief, which are addressed in the paragraph below entitled “Public Injunctive Relief Requests.”

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Public Injunctive Relief Requests

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If you or we seek public injunctive relief as a remedy for any Claim against one another (a “Public Injunctive Relief Request,”) you and we agree that Public Injunctive Relief Request cannot be arbitrated.  Instead, that Public Injunctive Relief Request shall be adjudicated by a court after all other Claims to be decided in arbitration under this Arbitration Agreement are resolved in arbitration.  You and we agree to jointly request that the court stay the Public Injunctive Relief request until after the remaining Claims have been finally resolved in arbitration, and that the parties will only seek to lift the stay and request that the court resolve the Public Injunctive Relief Request if an arbitrator finds that one of them is liable for a Claim for which public injunctive relief is an available remedy.  The validity, enforceability, and effect of this section shall be determined exclusively by a court, and not by any arbitration administrator or arbitrator.

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Governing Law

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You and we agree that you and we are participating in transactions that involve interstate commerce and that this Arbitration Agreement and any resulting arbitration are governed by the FAA. To the extent state law applies, the laws of the state of New York shall apply.

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Survival and Severability

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This agreement to arbitrate shall survive the termination or expiration of these User Terms. Notwithstanding any section in the Arbitration Agreement or these User Terms to the contrary, if any section of this Arbitration Agreement (except for the “Class Action and Representative Action Waiver” above) is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this Arbitration Agreement. However, if the “Class Action and Representative Action Waiver” section is deemed invalid or unenforceable in whole or in part, then this entire Arbitration Agreement shall be deemed invalid and unenforceable.

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Changes

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Notwithstanding anything to the contrary in these User Terms, the following terms shall apply to amendment of this Arbitration Agreement.  You and we agree that we have the right to amend this Arbitration Agreement, and that if we make any amendment to this Arbitration Agreement (other than an amendment to any notice address or website link provided herein), that amendment shall be effective upon our providing Notice to you or to Company, provided, that any change shall not apply to your Claims against us that accrued prior to the effective date of the amendment. If you do not agree to any amended terms, you may reject the amended Arbitration Agreement and you will not be bound by it. To reject the amended terms, you must send us written notice of your rejection within 30 days after the date we provided notice of the amendment. You must include your name, address, email address, telephone number and the name of Company. The notice of rejection must be mailed P.O. Box 483 New York, NY 10014, Attention: Legal Department.  This is the only way that you can reject amendments to this Arbitration Agreement. 

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Outpave Website and Apps; Third Party Sites or Services.

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Your use of our website and any mobile applications or other applications offered by Outpave is subject to the , which are hereby incorporated by reference.

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As described in the Website and Mobile Apps Terms of Service, Outpave may provide links to or information regarding websites, products or services of unaffiliated third parties via its website or otherwise. You acknowledge that Outpave has no control over any such websites, products or services and does not endorse or provide any warranties relating to them. You link to, use or otherwise interact with any such websites, products or services at your sole risk.

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Assignment.

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Outpave may assign, pledge, delegate or otherwise transfer these User Terms or its rights, powers, remedies, obligations and duties of performance under these User Terms at any time. Any such assignee will have all rights as if originally named in these User Terms instead of Outpave. You may not assign these User Terms or any rights hereunder, or delegate any of your obligations or duties of performance.

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Severability

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Except as provided in Section 11 with respect to the provisions of the Arbitration Agreement relating to the Class Action and Representative Action Waiver, the invalidity or unenforceability of any of the provisions of these User Terms, or the invalidity or unenforceability of the application thereof to any individual, entity or circumstance, shall not affect the application of such provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other provisions of these User Terms.

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Entire Agreement.

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These User Terms (including any additional terms incorporated herein) constitutes the entire understanding between you and Outpave regarding the subject matter of these User Terms, and no other agreements, representations, or warranties other than those provided in these User Terms will be binding unless in writing and signed by you, Company and Outpave.

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