PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE DEFERIT WEBSITE/APP, YOU AGREE TO BE BOUND BY (1) THESE DEFERIT TERMS OF SERVICE, (2) THE DEFERIT E-SIGN CONSENT AGREEMENT (FOR WHICH SEPARATE CONSENT AND AUTHORIZATION IS ALSO REQUIRED), AND (3) THE DEFERIT PRIVACY POLICY. THESE THREE DOCUMENTS ARE REFERRED TO COLLECTIVELY AS THE “TERMS.” IF YOU DO NOT AGREE WITH THE TERMS, PLEASE DO NOT ACCESS THE DEFERIT APP OR WEBSITE OR USE THE DEFERIT SERVICE. THE HEADINGS CONTAINED IN THESE TERMS ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THE TERMS FOR YOUR RECORDS.

1. Introduction

1.1 The Parties to this Agreement

These terms describe a contractual relationship (“Agreement”) between you (“you” or “your”) and Deferit, Inc. (including its subsidiaries, affiliates, agents, and assigns) (“we”, “us”, or “our”). We may transfer or assign this Agreement, and any rights under this Agreement, to a third party without notice to you or without your consent.

1.2 Changes to this Agreement

We reserve the right to amend this Agreement at any time, by adding, deleting, or changing provisions of this Agreement. If we amend this Agreement, then we will provide notice on our website or as otherwise required by applicable law. Subject to any notice period that may be required by applicable law, after we provide notice of any amendment to this Agreement, if you use the Services or do not immediately close your account, then you agree to such amendments.

1.3 Eligibility

To be eligible to use the Services, you must be at least of the age of legal majority where you live (which is currently 18 years old, in most jurisdictions) and a legal resident of the United States or its territories. You represent and warrant that you are eligible to use the Services.

The Deferit ‘Pay in 4’ or ‘Pay in 2’ feature is available in select states. We will inform you, based on your address, whether the option is available to you upon onboarding.

2. Membership and Your Account

2.1 Overview

Deferit offers various products/services to members (collectively, the “Services”).

2.2 Cancelling Your Account

You can cancel your membership at any time. If you wish to cancel your membership and there are future scheduled bills in your account, these will all be canceled. Once canceled, your Membership Fee will not be debited on the next monthly anniversary.

2.3 Agreement to Provide Accurate Information

When you provide information to Deferit or in connection with the Services, you agree to provide only true, accurate, current, and complete information about yourself.

2.4 Responsible for Fees

You, as the registered account holder, are responsible for any fees on the account.

2.5 Access to Your Account

You are responsible for maintaining the secrecy of the login credentials to your Deferit account.

3. The Services

3.1 Pay in 4

The Pay in 4 service is a bill payment service through which Deferit pays a nominated household non-discretionary expense to your biller on your behalf, recoverable in four equal payments. To access Pay in 4, you must be a member in good standing. Upon approval of a Pay in 4 request, Deferit will remit the approved amount to your nominated biller using one of the following methods:

(i) Concierge Payment Service: Deferit will pay your biller directly on your behalf. In this case, the processing timelines and payment terms set out in section ‘Processing and Bill Payments’ apply; or

(ii) Virtual Card: Deferit will issue you a virtual card loaded with the approved amount, which you may use to pay your biller directly at a time of your choosing. In this case, the terms set out in ‘Processing and Bill Payments’ apply.

The payment method made available to you will be determined by Deferit based on biller requirements and operational considerations, though where a virtual card is available it may be selected by you for faster payment. The Pay in 4 amount, together with any applicable Processing Fee, will be recovered in four equal payments in accordance with the payment schedule displayed at the time of your request. The Pay in 4 service is subject to our approval criteria and your Available Balance.

3.2 Pay in 2

Pay in 2 is a bill payment service through which Deferit disburses funds on your behalf to pay nominated household non-discretionary expenses, recoverable in two equal payments. To access Pay in 2, you must be a member in good standing.

Upon approval of a Pay in 2 request, Deferit will disburse the approved amount via a virtual payment instrument to your nominated payee. The virtual payment instrument is issued solely as a mechanism for Deferit to remit funds to your payee on your behalf and does not constitute a general purpose payment card or stored value product.

The Pay in 2 amount, together with any applicable Processing Fee, will be recovered in two equal payments in accordance with the payment schedule displayed at the time of your request. Pay in 2 is subject to our approval criteria and your Available Balance.

3.3 Pay in 1

Pay in 1 is a bill payment service through which Deferit pays a nominated household or non-discretionary expense to your biller on your behalf. To access Pay in 1, you must be a member in good standing.

Upon receipt of your payment, Deferit will remit the approved amount to your nominated biller using one of the following methods:

The payment method made available to you will be determined by Deferit based on biller requirements and operational considerations, though where a virtual card is available it may be selected by you for faster payment. The Pay in 1 amount, together with any applicable Processing Fee, is payable in full by you. The Pay in 1 service is subject to our approval criteria.

3.4 Credit Builder

Credit Builder reports your relevant payments to the relevant credit bureaus that we work with to build your credit history. We report both positive and negatively to the bureaus. Building credit history does not guarantee a higher credit score. Your score may go up or down. Actual credit score improvement may vary based on various factors, including individual financial behavior and credit history.

3.5 Bill negotiation services

Deferit offers bill negotiation services to get you better rates on your future bills. The bill negotiation service is a prospective rate optimization service only and is not a debt negotiation, debt settlement, debt adjustment, or credit repair service. By electing to opt into the bill negotiation service, you authorize Deferit to contact your bill provider as your limited agent in order to secure a better rate on the service on your behalf. Deferit will provide account verification details including, but not limited to, your full name, respective addresses, phone numbers, and email addresses, the name of the bill provider, your bill provider account number, the applicable password, PIN number, or other security credentials to access the account or validate the account with the service provider in order to proceed with the negotiation. You consent to such representation and for us to furnish these details to perform the bill negotiation service. A bill negotiation request can be cancelled anytime before it’s completed by contacting our Support team.

If you elect to opt into the bill negotiation service, you agree to provide us with any additional information we need to perform the bill negotiation service such as any passwords, pin numbers, or other security credentials to access the account, and any other specific information your bill provider may require for us to make changes to your account.

You represent and warrant that all of the information you provide to us is accurate, complete and correct. You agree that we may rely upon and share your information with our agents, referral partners, bill providers and otherwise, as necessary in order to offer and provide the bill negotiation services to you. Your personal information will only be used in the manner and for the purposes set forth in our Privacy Policy.

4. Fees

4.1 Monthly Membership Fee

The Membership Fee is charged monthly based on the membership tier you choose, as displayed on our website from time to time. The Membership Fee is billed monthly. You will pay the Membership Fee on the same day every month and in some cases the payment date may change, for example if the payment has not successfully settled or if the paid membership began on a day not contained in a given month. You pay this Membership Fee regardless of whether you are utilizing the Services. You can cancel this fee at any time.

4.2 Application Fee

An application fee of $1.99 (“Application Fee”) is charged on every membership application, whether or not the application is approved. The Application Fee is non-refundable, including where an application is declined.

4.3 Payment Processing Fee

A platform processing fee (the “Processing Fee”) will be displayed before each payment. The Processing Fee is $1.99 for each payment under Pay in 1, Pay in 2 or Pay in 4 and for each payment for the bill negotiation service.

4.4 Failed Payment Fee

Which plans are affected. The failed payment fee applies only to members on the Lite plan (membership tiers are as displayed on our website). Members on the Max or Ultra plans are not charged a failed payment fee.

When the fee applies. If a scheduled payment fails (for example, due to insufficient funds or a declined card), a $6 failed payment fee will apply. The fee is charged once per scheduled payment.

Opportunity to fix: you will have until 11:59 p.m. Eastern Time on the scheduled due date to make the payment before the fee is charged. If payment is made by then, no failed payment fee will apply.

4.5 Late Fees

Which plans are affected: late fees apply only to members on the Lite plan. Members on the Max or Ultra plans are not charged late fees.

Late fee amounts. If a scheduled payment remains unpaid 2 days after its scheduled due date, a late fee of $12 will be charged. If it remains unpaid 7 days after its scheduled due date, a further late fee of $12 will be charged. All times are based on 11:59 p.m. Eastern Time.

Account restrictions. Late or unpaid amounts may result in restrictions on your account, including limits on submitting new bills, until your account is brought up to date.

If you were charged a late fee because of circumstances outside your control, or because you are experiencing financial hardship, please contact our team via the Help Center. We will review your situation and may refund the fee.

4.6 Bill Negotiation Fee

We may take a fee for our services connected with bill negotiation based on the amount that we save you (“Bill Negotiation Fee”). If we are unable to negotiate your bill down, you will not be liable for any Bill Negotiation Fees. The Bill Negotiation Fee we charge is 50% of the annual amount that we save you off your bill from that provider, payable according to the payment schedule we display for you. The Bill Negotiation Fee includes the applicable Processing Fees.

For example, if Deferit is able to lower a bill by $20 per month, that would equal savings of $240 over 12 months. Deferit’s bill negotiation fee would be $120. We may charge the bill negotiation fee to the payment method provided and authorized at the time your bill is submitted. The bill negotiation fee is non-refundable, except in the event that an error was made during the bill negotiation, or except as otherwise required by applicable law.

5. Approvals, Checks and Security Deposits

5.1 Approval criteria

All validly submitted memberships are subject to our internal approval criteria, as amended from time to time. We may choose not to approve you based on our risk assessment checks. If your account or bill is denied, you will be notified promptly. If your bill due date is within or shortly after this timeframe, we are not responsible for any late fees you may incur if you consequently fail to pay your biller in a timely manner. Without limiting the foregoing, we may make such risk determinations when you request to start your membership, when you request/attempt to use a Service, and/or at any other time that we deem appropriate in our sole discretion. We may close, suspend, restrict, or limit your account and/or your use of or ability to obtain Services in our sole discretion at any time for any reason.

Each bill you submit is also assessed according to our eligibility criteria. We may choose not to approve a bill at our sole discretion. If you have any overdue payments with us, we will not approve any further bills for payment on your behalf.

5.2 Identity and credit checks

We reserve the right to verify your identity and credit worthiness. You authorize us to make, directly or through third parties, any inquiries we consider necessary to verify your identity and assess your capability to make payments to us. For credit worthiness, this may include ordering a credit report, performing other payment capability checks, and verifying information you provide against third party databases. We will only obtain consumer reports that do not impact your credit score and do not leave a hard inquiry on your credit report.

All information that we collect about you will be used and stored in accordance with our Privacy Policy.

You authorize us (or any third parties providing services on behalf of us) to disclose to third parties, to the extent required by any applicable laws or regulations, any information in relation to you or your account.

5.3 Credit reporting

You acknowledge and consent that Deferit may report information from your account (such as on-time, missed or late payments, any defaults or that you paid your bill through Deferit) to credit reporting agencies. This may be reflected in your credit report.

5.4 Security Deposits

In some instances, Deferit may request a refundable security deposit (“Deposit”) from you for your account. The amount of the Deposit will be displayed to you at the time of payment confirmation together with any relevant conditions.

The Deposit will be refunded back to the original payment method once all your payment obligations on your bills have been fulfilled.

You acknowledge and agree that if you fail to honor your payment obligations, Deferit will retain the security deposit to offset the total sum of the loss incurred. If there is any balance remaining after the offset, that amount will be refunded back to you. Deposits will not earn interest.

The Deposit will be refunded to you within 1 day of the date that all outstanding payment obligations have been fulfilled. It may take further time for the Deposit to be received by your financial institution. If you have any questions about the refund process, please contact Deferit Customer Support.

Deferit is not liable for any losses or damages that you may incur as a result of your failure to honor your payment obligations. The Deposit is intended to protect Deferit from financial loss in the event that you fail to make your payments.

6. Bill Balance and Payment Schedules

6.1 Bill Balance

Your account will be allocated an account limit and will contain an “Available Balance”. Your “Available Balance” for the Deferit Pay in 4 and Pay in 2 service is disclosed to you when you proceed with your application and, generally thereafter, on your account dashboard. The Available Balance is the amount available for bill deferrals using the account for Deferit Pay in 4 and Deferit Pay in 2 (and may differ depending which service you are using), and it is reduced by any currently outstanding amounts from previous bill deferrals. We may pace how you use your Available Balance. We may change your Available Balance at any time and for any reason at our sole discretion.

6.2 Payment Schedules

Payment schedules will be displayed on each request prior to you confirming the submission of the bill. Any Processing Fees will also be displayed on the confirmation screen.

If you are using the Deferit Pay in 4 or Pay in 2 option, the nominated bill amount will be divided into the relevant installments. You will be required to pay these as they fall due.

7. Processing and Bill Payments

7.1 General

When you submit a bill, we will process it (approve or reject) in accordance with the timelines set out in this section. If submitting a bill request, it must be validly done in your account. We do not accept requests via email, messenger, or any other means. Business days refers to working business days in New York State.

7.2 Concierge Payment Service

Where we pay your bill directly to your biller on your behalf, the following applies:

Processing timelines. Bills submitted before 5:00 PM EST on a business day will be approved or rejected within two business days. Bills submitted after 5:00 PM EST on a business day, or at any time on a non-business day, will be processed within the next three business days.

Payment to biller. Once a bill is approved and you have made your first instalment payment, we will action payment to your biller no later than the close of the fourth business day. It may take additional time for funds to be received or cleared by your biller once we action payment. Payments made by check sent by mail may take longer to be received, particularly during holiday periods. If we can only pay your bill by check, we will confirm with you prior to doing so.

Your responsibility. It is your responsibility to ensure there is sufficient time between requesting payment and your bill’s due date. You are solely responsible for any damages arising from insufficient lead time, including late charges imposed by your biller. We make no warranty as to when payments will be received or cleared by a third party biller, just when we can make the payment by, and as such and we bear no liability for late fees or other penalties incurred where payment was actioned in accordance with this section.

Biller errors. In the event we erroneously pay an incorrect bill due to a transcription error or mistake on our part, we will repay the correct bill promptly upon notification and cover any associated late fees. We bear no further liability beyond this, including for any direct, indirect, incidental, consequential, or punitive damages. By using our payment service, you acknowledge and accept this risk.

Biller imposed online payment fees. Where a bill requires online payment and your biller imposes additional fees for that payment method, those fees will be added to the nominated bill amount.

7.3 Virtual Card Service

Where we provide you with a virtual card to pay your bill/house expense directly as our agent, the following applies:

Your control. Once your bill is approved and a virtual card is issued, you are responsible for using the card to pay your biller. You may pay at any time of your choosing, subject to the card’s validity period and any restrictions communicated to you at the time of issuance.

No payment guarantee. Because payment is made directly by you using the virtual card, we make no representation and bear no responsibility as to when payment is received or cleared by your biller. It is solely your responsibility to pay your biller in sufficient time to avoid late fees or other penalties.

Biller imposed fees. Any fees imposed by your biller in connection with the payment method you use are your sole responsibility and will not be covered by us.

Card acceptance. While we endeavour to issue virtual cards that are broadly accepted, we make no warranty or representation that a virtual card will be accepted by any particular biller. If your biller does not accept the virtual card, you must notify us promptly and we will work with you to arrange an alternative payment method or, where applicable, issue a refund of any instalment amounts already paid in connection with that bill. We bear no liability for any late fees, penalties, or other damages arising from a biller’s refusal to accept a virtual card.

8. Your Payments to Us

8.1 Promise to pay

By using our Services, you (as the registered account holder) provide us with unconditional and irrevocable consent and direction to pay the bill issuer in consideration for your agreement and obligation to pay us.

8.2 Payments

We will automatically charge payments made on your behalf directly to your nominated payment source in accordance with your payment schedule. You hereby expressly consent to, authorize, and instruct us to deduct the amount or pre-set amounts from your nominated payment source for the amounts owing on the relevant dates.

If you have missed a payment, you authorize us to attempt to process this payment again on any payment source linked in your account at a later date at our sole discretion, subject to legal limits. We reserve the right to charge smaller increments of the amount due or establish a payment plan to assist you in paying off the outstanding balance. You agree to make these smaller payments, if generated, until the total amount due is fully settled.

You are responsible for ensuring that you have sufficient funds in your nominated payment source or the underlying account which funds that nominated payment source. You are responsible for ensuring that you have available funds to make payments. You are liable for any fees or charges imposed by your bank for any payments we attempt to process in accordance with these terms and conditions.

8.3 Pre-authorization of a Payment Source

We reserve the right to conduct a pre-authorization of a nominated payment source. This may involve placing funds in the account linked to your nominated payment source on hold each time you attempt to submit a new deferral or add a new card to your account. We promptly instruct your bank to void this pre-authorization transaction. We cannot guarantee the time it takes for your bank to process this action by us and make your funds available.

8.4 Refunds

If we are unable to pay a bill due to an issue with the bill provider not accepting the payment (for example, last payment date exceeded or change of bill amount) we will refund to you all attempted payments made on that bill and cease efforts to pay the bill.

We are unable to refund payments where the bill has been paid as the funds have already been paid to the bill provider. If a refund is needed on such bills, please contact your biller to seek a refund.

In cases where funds are returned to us by the biller for a bill paid on your behalf, we will issue a refund to you on all payments returned to us. This refund of the payments will only be made after the money has been successfully returned to us. Refunded payments can take up to 10 business days to reach a bank account, depending on banking institution policies.

If you activate the membership and are dissatisfied with the Services, you can request a refund which we will assess on a case by case basis in our discretion. The Monthly Fee is otherwise non-refundable. To request a refund, please contact our customer support.

9. Communications

9.1 Contacting you about amounts owed

If we need to contact you regarding amounts you owe on your account, you authorize us and any of our subcontractors or agents we may use, to contact you at any phone number or email address you provide or from which you contact us. You consent to be contacted in any way such as texting, emailing, calling, sending mobile application push notifications, or using any other method of communication at any time and to contact you on a mobile, wireless, or similar device, even if you are charged for it. You consent to be contacted using an automated dialler or pre-recorded messages. You explicitly consent for us to contact you at any time in relation to these messages.

9.2 Short Message Service (“SMS”) Communications

If you choose to open an account, Deferit may send you SMS messages. You agree to receive SMS messages to each telephone number provided by you to Deferit, regardless of whether such telephone number is on a corporate, state, or federal do-not-call registry. You certify, represent, and warrant that the telephone number that you have provided to us is your number and not someone else’s. You represent that you are permitted to receive SMS messages at the telephone number you have provided to us. You agree to notify us whenever you stop using a particular telephone number previously provided by you to Deferit.

Deferit may verify your phone number or remind you of overdue payments. You understand that such SMS messages may be placed using an automatic telephone dialling system or may include automated SMS messages. You agree that you are responsible for any message, data rates, or fees that your telephone service provider charges in relation to SMS messages sent and received by you. Please contact your wireless carrier if you have any questions regarding those rates.

By entering your cell number, you agree to receive text messages for service notifications and verification codes from Deferit. Message frequency will vary. Standard message and data rates may apply. Carriers are not liable for delayed or undelivered messages.

9.3 Website & App Content

Information on the Deferit website and in the Deferit App is for information purposes only. We do not make any promises as to its completeness, timeliness, or accuracy. The information and materials contained on the Website and in this Agreement are subject to change without notice.

9.4 Access to the Services

Access to the Services may from time to time be unavailable, delayed, limited, or slowed due to certain factors which may be outside of our control.

10. Disputes with Deferit

THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION/JURY TRIAL WAIVER. THEY AFFECT EACH PARTY’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE (DEFINED BELOW) BETWEEN THE PARTIES. This dispute resolution section applies to general disputes between you and Deferit (a “Dispute”). Any dispute with regard to a Deferit transaction is governed by the specific governing Deferit transaction document. To the extent of any conflict in dispute resolution terms, the subsequent in time transaction document will control.

10.1 Informal Dispute Resolution

To expedite the resolution and reduce the cost of any dispute between you and us arising from or relating to your use or inability to use the Services and generally with respect to Deferit, this Agreement or the enforcement of any provision of this Agreement, you and we agree, to the maximum extent permitted by applicable law, to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) on an informal basis for at least sixty (60) days before initiating any arbitration or court proceeding. You and we agree that the requirements of this Informal Dispute Resolution section will apply even to Disputes that may have arisen before you accepted these Terms. The informal negotiations will only commence upon receipt of a written notice (each, a “Notice”) from you or from us. Such Notices will be sent by mail to your most recent address provided to us in connection with your account, or by email to the electronic mail you have on file with us. Our address for such notices is: PO Box 4579 New York, NY 10163: Legal, or by email to legal.us@deferit.com. Any Notice from you must include your name, relevant account information, a brief description of the Dispute, the specific relief sought, and your contact information so that we may evaluate the Dispute and begin attempts to informally resolve the Dispute with you. The Notice must seek to resolve only your individual Dispute and must include any documentation sufficient to support your claim. You must personally sign the Notice; a signature by counsel or any other representative is insufficient unless you are legally incapacitated. Any Notice from us will include relevant account information, a brief description of the Dispute, and our contact information, so that you may also evaluate the Dispute and attempt to informally resolve the Dispute with us. Within twenty (20) business days of receipt of a Notice, the recipient may request an individualized video or telephone conference which both parties will personally attend (with counsel, if represented). You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expire or, if a conference is requested, 20 business days after the individualized conference.

Compliance with this Informal Dispute Resolution section is mandatory and a condition precedent to initiating arbitration. This procedure is essential to providing each of us with a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court or arbitrator of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the requirements above have not been met.

10.2 Binding Arbitration Procedure

IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATIONS, THE PARTIES AGREE THAT EITHER YOU OR WE MAY ELECT TO HAVE THE DISPUTE (EXCEPT THOSE DISPUTES EXPRESSLY EXCLUDED BELOW) FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION. ANY ELECTION TO ARBITRATE BY ONE PARTY WILL BE FINAL AND BINDING ON THE OTHER. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted as per the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The Federal Arbitration Act will govern whether a Dispute is subject to arbitration and it will be determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where relevant, limited by the AAA Consumer Rules). We will pay all arbitration fees and expenses if such costs are determined by the arbitrator to be excessive. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will decide in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and we may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. You agree that if you do sue in state or federal court, and we bring a successful motion to compel arbitration, you must pay all fees and costs incurred by us in court, including reasonable attorney’s fees.

10.3 Disputes Excluded from Arbitration

The parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations, mediation, and binding arbitration: (1) any suit to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; (2) any suit to seek temporary injunctive relief that will remain in place only until an arbitrator can determine whether the relief should be continued, modified, or removed; or (3) any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. In addition, either party may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you work or live.

10.4 Class Action and Collective Action Waiver

The parties agree that any arbitration will be limited to the Dispute between us and you individually. TO THE FULL EXTENT PERMITTED BY LAW, (1) NO ARBITRATION SHALL BE JOINED/CONSOLIDATED WITH ANY OTHER (EXCEPT TO THE EXTENT PERMITTED IN CONNECTION WITH MASS ARBITRATION STAGING PROCEDURES SET FORTH BELOW); (2) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND (3) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT ANY OTHER PERSON OR PARTY UNLESS THE MASS ARBITRATION PROVISIONS SET FORTH BELOW ARE TRIGGERED. You and we expressly waive the right to participate in any class, collective, coordinated, consolidated, representative, or mass action, whether in court or in arbitration unless the Mass Arbitration provisions set forth below are triggered. You and we further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any Dispute between you and us.

10.5 Batching and Staging of Mass Arbitration Demands

If twenty-five (25) or more claimants submit Notices or arbitration demands raising similar claims against Deferit, (“Mass Arbitration”), and such circumstances meet the definition and criteria of Mass Arbitration set forth in JAMS’s Mass Arbitration Procedures and Guidelines (“JAMS’s Mass Arbitration Rules,” available at https://www.jamsadr.com/mass-arbitration-procedures), you and Deferit agree that AAA shall not serve as arbitrator and that instead JAMS shall administer any Mass Arbitration demands and the JAMS Comprehensive Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-comprehensive-arbitration) and the JAMS Mass Arbitration Rules in effect at the time such demands are filed shall apply as modified below. In addition, the following batch arbitration process will apply:

(a) Stage One

Counsel for the claimants and counsel for Deferit will each select fifteen (15) demands for arbitration to proceed as initial arbitrations (for a total of thirty (30) demands). If there are fewer than thirty (30) total demands, all demands for arbitration will proceed as arbitrations. Each demand will proceed in accordance with this Agreement. The remaining demands beyond the thirty (30) selections will not be filed or deemed filed in arbitration, and their statutes of limitations will be tolled beginning when the claimant’s Notice was submitted. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining demands with a retired federal or state court judge and Deferit will pay the mediator’s fee.

(b) Stage Two

If the remaining demands are not resolved at this time, counsel for the claimants and counsel for Deferit shall each select 50 demands (100 demands total) to be filed and to proceed in arbitration as part of a second staged process, subject to any procedural changes the parties agree to in writing. Each demand will proceed in accordance with this Agreement. The remaining demands will not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those demands unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining demands with a retired federal or state court judge and Deferit will pay the mediator’s fee.

(c) Stage Three

If the remaining demands are not resolved at this time, counsel for the claimants and counsel for Deferit shall each select 100 demands (200 demands total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agree to in writing. Each demand will proceed in accordance with this Agreement. The remaining demands will not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those demands unless and until they are selected to be filed in arbitration proceedings as part of a staged process. After this set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining demands with a retired federal or state court judge and Deferit will pay the mediator’s fee.

(d) Fee Payment Timing

Arbitration filing fees and administrative fees for demands in a Mass Arbitration will not be due until such demands are selected in one of the stages set forth above or proceed in a subsequent staged proceeding batch pursuant to this Section.

(e) Severability

If any part of this mass arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with JAMS’s rules, then the balance of this provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail its essential purpose.

(f) Post-Stage Process Dispute Options

If your Dispute is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your Dispute heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail to PO Box 4579 New York, NY 10163: Legal. Such an opt out notice must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. We may opt your Dispute out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsel for the parties may agree to adjust these deadlines. OR

Option Two: If neither you nor we elect to have your Dispute heard in court consistent with Option One, then you agree that your Dispute will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining demands exceeds 200, then 200 demands shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in arbitration as part of a staged process. If the number of remaining demands is fewer than 200, then all of those demands will be filed and proceed in arbitration. Any remaining demands will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those demands unless and until they are selected to be filed in arbitration proceedings as part of a staged process. After each set of 200 demands are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with JAMS (including through a Process Administrator, as such term is used in the JAMS Mass Arbitration Rules) to explore ways to streamline the adjudication of demands, increase the number of demands to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining demands.

10.6 Hearing Format

In a dispute involving $15,000 or less, any hearing will be telephonic or by videoconference unless you elect for the hearing to be held in person or the arbitrator finds good cause to hold an in-person hearing. Any in-person hearing will take place in a mutually-agreeable location or, if the parties cannot agree, in a location to be determined by the arbitrator.

10.7 Opt-Out

You may opt out of the foregoing arbitration clause and class action/jury trial waiver provision of this Agreement by NOTIFYING US IN WRITING WITHIN 30 DAYS OF THE DATE YOU ELECTRONICALLY ACCEPTED THESE TERMS. To opt out, you must send a written notification to us at legal.us@deferit.com. with Attention: Legal. The notification must be signed personally by you and must also include (i) your account identification; (ii) your name; (iii) your address; (iv) your telephone number; (v) your email address; and (vi) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver sections. No agent, representative, or attorney may submit an opt-out notice on your behalf unless you are legally incapacitated.

10.8 Modifications to this Section

If Deferit makes any future change to this arbitration provision (other than a change to the notice address), you may reject that change by sending written notice to Deferit at the address provided in this section within thirty (30) days of the change. By rejecting the change, you agree that you will arbitrate any Dispute between you and Deferit in accordance with the language of this provision as of the date you first accepted these terms.

10.9 Governing Law and Jurisdiction

Except as expressly provided otherwise, this Agreement is governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Judicial proceedings (other than small claims actions) that are excluded from the agreement to arbitrate must be brought in state or federal court in or closest to New York, New York unless both parties agree to some other location. You and we both agree to waive the right to a jury trial and consent to venue and personal jurisdiction in New York, New York.

11. Liability

11.1 Limitation of Liability

To the full extent permitted by law, under no circumstances shall we, our subsidiaries, officers, directors, owners, employees, partners, affiliates, or agents be liable to you for: (i) personal injury or any indirect, incidental, consequential, special, or exemplary damages, arising from or relating to this Agreement, the use of or inability to use an account, the Services, or our or your liabilities to third parties arising from any source; or (ii) except as required under applicable law, any indirect, incidental, consequential, special, or exemplary damages, arising from or relating to the conduct of you or anyone else in connection with the use of an account or the Services, including, but not limited to, damages arising from your failure to provide us with accurate information or a third party’s failure to correctly verify such information. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. AS SUCH, SOME OF THIS SECTION MAY NOT APPLY TO YOU. You agree that if any lawsuit or court proceeding is permitted under this Agreement, the aggregate liability of us and our subsidiaries, officers, directors, owners, employees, partners, affiliates, agents to you for all claims arising out of or related to this Agreement or your use or inability to use the Services will not (other than as may be required by applicable law in cases involving personal injury) exceed the greater of: (i) the amount you owe on any affected order(s) giving rise to such damages; or (ii) the amount of three hundred U.S. dollars ($300.00). These limitations will apply even if the above stated remedy fails of its essential purpose.

11.2 Indemnity

You agree to release, indemnify, and hold harmless us, our subsidiaries, officers, directors, owners, employees, partners, affiliates, and agents from and against any liabilities, claims, losses, damages, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to: (i) your access to, use of, or inability to use your account or the Services; (ii) your breach or alleged breach of this Agreement; (iii) your violation of any rights of a third party, including but not limited to any negligent or willful misconduct of your employees, contractors, or agents, or a breach of any contracts or other relationships between you and third parties; (iv) your violation of any applicable law; or (v) your failure to provide and maintain true, accurate, current, and complete information in your account. You shall cooperate as fully as reasonably required in the defense of any such claim. Deferit 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 Deferit. To avoid any doubt, this indemnification, defense and hold harmless obligation will survive these Terms and the termination of your use of the Services.

11.3 Disclaimer of Warranty

DEFERIT AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, PARTNER, AFFILIATES, AND AGENTS MAKE NO COMMITMENTS OR WARRANTIES ABOUT (i) THE CONTENT, RELIABILITY, OR AVAILABILITY OF THE SERVICES; OR (ii) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE CONTENT ON THE WEBSITE, APP, OR SERVICES. DEFERIT AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, PARTNER, AFFILIATES, AND AGENTS DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY REGARDING NON- INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. DEFERIT AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, PARTNER, AFFILIATES, AND AGENTS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF BILL PAYMENT TRANSACTIONS OR THE SERVICES.

12. General

12.1 No waiver; interpretation

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in this agreement are for convenience only and shall not be given any legal meaning. You agree that the Terms will not be construed against Deferit by virtue of having drafted them.

12.2 Intellectual property

All content, design, graphics, compilation, magnetic translation, digital conversion, and other matters to the Services are protected under applicable copyrights, trademarks, and other proprietary rights (including but not limited to intellectual property rights) and owned by Deferit or one of its affiliates. Unless expressly permitted in this Agreement, the following activities are strictly prohibited: the copying, redistribution, use, or publication by you of any part of the Services. Use of the Services does not give you ownership of any intellectual property rights in any of the content, documents, or other materials you access. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

12.3 Trademarks

“Deferit” is the marketing name for certain financial services activities of Deferit as operator of the Services. “Deferit” is a trademark of Deferit. Other featured words or symbols may be the trademarks of their respective owners.

12.4 Severability

If any provision of this Agreement is found to be invalid, it may be severed, and the remaining provisions will continue to be effective.

12.5 Bank partner

We have partnered with an FDIC-insured Missouri state chartered bank, Cass Commercial Bank (“Cass”), as our bank partner to offer certain portions or features of the Services. Deferit holds a bank account with our Cass for the benefit of your use of our Services. You are entitled to provide Cass with instructions to cease making a payment on your behalf, provided such a request is in accordance with this Agreement.

12.6 Time limit on claims

You and Deferit both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

12.7 No third party rights

This Agreement is between you and Deferit. No user has any rights to force Deferit to enforce any rights it may have against you or any other user.

12.8 Contact and complaints

Our general information line is (216) 208-7236. For customer support please click here, We aim to get back to all enquiries within 24 business hours. For any complaints or claims with respect to the Services, please contact us at complaints.us@deferit.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Our products are protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

By using our services, you are deemed to have accepted this Agreement electronically. You have indicated that you wish to receive and sign the documents relating to your account or the Services with us electronically. We are required by law to give you certain information “in writing” – which means that you are entitled to receive it on paper. We need your consent to provide you with this information electronically, instead. We also need your general consent to use electronic records and signatures in our relationship with you.

In this Consent, the words “we,” “us,” and “our” means Deferit. The words “you” and “your” means the person giving consent. “Communications” means all records, disclosures, notices, and responses to any complaints related to your account or the Services or other information we provide to you or that you sign, submit, or agree to at our request.

Your Consent: You agree that any of the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form. We may also use electronic signatures and obtain them from you on any Communication.

All Communications that we deliver to you in electronic form will be delivered either (1) via e-mail; or (2) by your accessing a website that we will designate in an e-mail, text message, or other electronic notice we send to you at the time the information is available. We will establish security procedures that you will have to follow to access the website.

We may always, in our sole discretion, provide you with any Communications on paper, even if you have authorized electronic delivery. Sometimes the law, or our agreement with you, requires you to give us a written notice. You must still provide these notices to us on paper, unless we tell you how to deliver the notice to us electronically.

How to Withdraw Consent: You can withdraw your consent to receive Communications electronically at any time by contacting us at legal.us@deferit.com. with “Revoke Electronic Consent” in the subject line. A withdrawal of your consent to receive electronic Communications will be effective only after we have had a reasonable period of time to process your withdrawal. If you fail to provide or if you withdraw your consent to receive Communications electronically, Deferit reserves the right to restrict, deactivate, or close your account.

How to Update your Contact Information: It is your responsibility to provide us with an accurate and complete e-mail address and other contact information, and to maintain and update promptly any changes in this information. You can update your contact information at any time in your account portal or by contacting our customer hero team by clicking here.

Hardware and Software Requirements: To receive electronic Communications, you must have access to:

A Current Version (defined below) of Internet Explorer, Edge, Chrome, Safari, or Firefox;
A connection to the internet;
A Current Version of a program that accurately reads and displays PDF files; and
A device (e.g., a computer, tablet, cell phone, etc.) and an operating system capable of supporting all of the above. You will also need a printer if you wish to print out and retain records on paper, and electronic storage if you wish to retain records in electronic form.

You must also have an active email address and an active cell number for text messaging.

By “Current Version,” we mean a version of the software that is currently being supported by its publisher. We reserve the right to discontinue support of a Current Version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use with our services.

If our hardware or software requirements change, and that change would create a material risk that you would not be able to access or retain electronic Communications, we will give you notice of the revised hardware or software requirements. Continuing to use this service after receiving notice of the change is reaffirmation of your consent.

Requesting Paper Copies: We will not send you a paper copy of electronic Communications unless you request it, or we otherwise deem it appropriate to do so. You can obtain a paper copy of any Communication we provide to you electronically by printing it yourself or by requesting that we mail you a paper copy. Requests for paper copies must be made within a reasonable time after we first provided the electronic Communication to you. To request a paper copy, contact us at legal.us@deferit.com. There is no charge associated with requesting a paper copy of a Communication we sent you electronically.

Retain Copies: We encourage you to print or download for your records a copy of all electronic Communications, as well as this consent disclosure and any other document that is important to you.

Termination/Changes: We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

By clicking to accept this Agreement, you are consenting to receive Communications electronically. You are also confirming that you have the hardware and software described above, that you are able to receive and review electronic records, and that you have an active email account and/or a cellphone number for SMS messaging and the ability to access and view PDF files. You are also confirming that you are authorized to, and do, consent on behalf of all your co-applicants and/or co-owners of any product or service we provide to you.