Terms and Conditions

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. If you accept or agree to these Terms and Conditions of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and conditions of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity in addition to you.

Terms and Conditions of Use

Effective Date: 05/01/2017

Please read the following to learn the rules and restrictions that govern your use of our website(s) and mobile application(s) (“our Services”). If you have any questions regarding these terms or our Services, please contact us at support@divvypay.com.

These Terms and Conditions of Use (the “Terms”) are a binding contract between you and DivvyPay, Inc. (“Divvy,” “we” and “us”). Your use of our Services in any way means that you agree and consent to all of these Terms, and these Terms will remain in effect at all times while you use our Services. These Terms

include the provisions in this document, as well as those in the Privacy Policy.

Modification

We reserve the right, at our sole discretion, to modify, discontinue, or terminate your use of our Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on our website or otherwise provide you with notice of the modification. We will also update the “Effective Date” at the top of these Terms. By continuing to access or use our Services after we have posted a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to immediately cease using our Services.

Certain portions of our Services may, or may in the future, have different terms and conditions posted on our website may require you to agree with and accept additional terms and conditions. We may, in our sole discretion, make premium or different applications, software, or services available to you that

are subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms and terms and conditions posted for a specific portion of our Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of our Services.

Privacy

See our current Privacy Policy for information and notices regarding our collection and use of personal information. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for our Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at support@divvypay.com.

Eligibility

By accessing or using our Services you represent and warrant that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent’s permission to use our Services, and your parent has read and agrees to these Terms on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms. You also certify that you are legally permitted to use and access our Services and take full responsibility for the selection and use of and access to our Services. These Terms are void where prohibited by law, and the right to access our Services is automatically revoked in such jurisdictions.

Account Registration

In order to access our Services, you must register to create an account (“Account”) and become a Divvy member. When registering you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the corporate member you represent) as prompted by the registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of our Services (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the corporate member you represent) to access or use our Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify us of any unauthorized use of your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, we will use this email address to send you notifications about product updates and improvements, company news and events, and updates from the Divvy community.

Fees and Payment

Some of our Services are free for Divvy members. If you choose to upgrade to paid services or to provide payment information to us after being prompted to do so, you agree to the pricing, payment, and billing policies as set forth (a) herein, (b) on our website or the mobile application, and/or (c) if applicable, in a separately executed or accepted purchase order. All fees paid for our Services are non-refundable and non-transferable except as may be expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay

when due, all applicable sales and use taxes and similar fees now in force, enacted, or imposed in the future on the delivery of our Services and/or any related transactions.

If your selected package of our Services requires a recurring subscription fee, such subscription fee will automatically renew, unless we terminate it, or you notify us by email at support@divvypay.com of your decision to terminate your current package of our Services. You must cancel any such package of our Services before renewal in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

License granted by Divvy

Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable license to download and install a copy of the application on your mobile device and run such copy of the application solely for your own personal or business use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (operating system software provided by Apple) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. We reserve all rights in the application not expressly granted to you by these Terms.

Intellectual Property

We shall own and retain all right, title, and interest in and our Services (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms. We do not grant you any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information (collectively “Divvy Confidential Information”).

You shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by you to Divvy in connection with its use our Services and (b) reports and other materials generated by our Services following such transmission (collectively, “Member Data”), provided, however, that you hereby grant top us a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of your use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing you with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding your use of our Services compiled by us.

Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Divvy in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

You shall retain all right, title and interest in and to all of your logos, promotional graphics and related marketing designs (collectively, the “Member Art”), provided, however, that you hereby grant to us a worldwide, royalty-free, non-exclusive license to use the Member Art, as well as your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing our products and services to third parties.

General Prohibitions

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any content or otherwise use our Services or interact with our Services in a manner that:

1. Infringes or violates the intellectual property rights or any other rights of anyone else (including us);

2. Violates any law or regulation, including any applicable export control laws;

3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

4. Jeopardizes the security of your Divvy account or anyone else’s (such as allowing someone else to log in to our Services as you);

5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. Violates the security of any computer network, or cracks any passwords or security encryption codes;

7. Runs Maillist, Listserv, any form of auto-responder or “spam” on our Services, or any processes that run or are activated while you are not logged into our Services, or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Services’ infrastructure);

8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Services or Content (through use of manual or automated means);

9. Copies or stores any significant portion of the Content;

10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Services.

A violation of any of the foregoing is grounds for immediate termination of your right to use or access our Services.

Digital Millennium Copyright Act Notice

If you believe that your intellectual property rights have been violated by something on our Services, please contact our copyright agent as follows:

DivvyPay, Inc

Attention: Copyright Agent

3301 Thanksgiving Way, Suite 150

Lehi, Utah 84043

and provide the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of or a representative list of the work you believe has been infringed;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

• Information reasonably sufficient to permit us to contact you;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Links to Third-Party Websites

Our Services may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Divvy. You acknowledge and agree that Divvy has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Divvy of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms are solely between you and such third parties. You agree that Divvy shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave our Services, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Divvy from any and all liability arising from your use of any third-party website or services or third party content.

Termination and Account Cancellation

If you breach any of these Terms, we have the right to suspend, disable or terminate your account or terminate these Terms, at our sole discretion and without prior notice to you. We reserve the right to revoke your access to and use of our Services at any time, with or without cause. In the event Divvy terminates these Terms, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to support@divvypay.com.

Additional Terms

Neither we nor our licensors or suppliers make any representations or warranties concerning any Content or information contained in or accessed through our Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through our Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through our Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through our Services are provided “AS IS” and without any warranty of any kind from us or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). OUR SERVICES AND CONTENT ARE PROVIDED BY US (AND OUR LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL WE (OR OUR LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO US IN CONNECTION WITH OUR SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

To the fullest extent allowed by applicable law, you agree to indemnify and hold us and our affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of our Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

You agree that these Terms are governed by and will be construed under the laws of the State of Utah, without regard to the conflicts of laws provisions thereof. You also agree that any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Salt Lake County, Utah, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Salt Lake County, Utah, or the District of Utah. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Our Services are provided “as is” and without warranty. You acknowledge and agree that from time to time, our Services may be delayed, interrupted or disrupted for an indeterminate period of time. Such events may include, without limitation: server updates, software updates, power outages, equipment malfunctions, natural disasters, attacks on infrastructure by hackers or terrorists, and interruptions or delays in transmission by your telecommunications carrier. We and our affiliates are not liable for any claim arising from any such delay, interruption, disruption or similar failure. In no event will we or our affiliate be liable for indirect, consequential or special damages, including lost profits, arising from your use of our Service, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with our Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Divvy, and you do not have any authority of any kind to bind us in any respect whatsoever. Except as expressly set forth in the section below regarding the Apple specific terms and conditions, you agree there are no third party beneficiaries intended under these Terms.

You may not use, export, re-export, import, or transfer our Services except as authorized by United States law, the laws of the jurisdiction in which you obtained our Services, and any other applicable laws. In particular, but without limitation, our Services may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using our Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

Apple Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you acknowledge and agree to the following provisions with respect to your use of the iPhone, iPad or iPod Touch compatible version of the licensed mobile application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Apple Inc. (“Apple”) is not a party to these Terms and does not own and is not responsible for the Licensed Application. Apple is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

The license you have been granted herein is limited to a non-transferable license to use the Licensed Application on any iPhone, iPad or iPod Touch device that you own or control, as permitted by the usage rules set forth in the App Store℠ Terms of Service. In addition, you agree to comply with the terms of any third party agreement that is applicable to you when using the Licensed Application, such as your wireless data service agreement.

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use agreement against you as a third party beneficiary thereof.

Apple, iPhone, iPad, and iPod Touch are trademarks of Apple Inc., registered in the U.S. and other countries. Apple Watch is a trademark of Apple Inc. App Store is a service mark of Apple Inc.

Alphabet (Google/Android) Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you acknowledge and agree to the following provisions with respect to your use of the Android compatible version of the licensed mobile application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Alphabet Inc. (“Alphabet”) is not a party to these Terms and does not own and is not responsible for the Licensed Application. Alphabet is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Alphabet is not responsible for maintenance or other support services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

The license you have been granted herein is non-exclusive, worldwide, and perpetual to perform, display, and use the Licensed Application on the device. In addition, you agree to comply with the terms of any third party agreement that is applicable to you when using the Licensed Application, such as your wireless data service agreement.

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Alphabet and Alphabet’s subsidiaries are third party beneficiaries of these Terms and that, upon your acceptance of the terms and conditions of these Terms, Alphabet will have the right (and will be deemed to have accepted the right) to enforce these Terms you as a third party beneficiary thereof.

Alphabet, Google, Google Play, Android and other marks are trademarks of Alphabet Inc., registered in the U.S. and other countries.