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Chipkie — Terms and Conditions (United States)

PLEASE READ THESE TERMS CAREFULLY. They include a binding individual arbitration agreement and a class action waiver (Section 19) that affect your legal rights and require most disputes to be resolved individually rather than in court or as part of a class action. You may opt out of arbitration within 30 days of first accepting these Terms (see Section 19.9). They also describe an automatically renewing paid subscription (Section 10).

1. Important Disclosures

Our complete terms and conditions are below, but some important points to know before you become a customer are set out here:

  • We are a software tool, not a lender or money service. Chipkie is a record-keeping and document-generation platform that helps people who already know each other (such as friends and family) record a loan, track repayments, and optionally create a simple loan agreement. We do not lend money, make credit or lending decisions, introduce lenders to borrowers, or hold, collect, transfer, transmit, disburse, or process any loan funds. All money is exchanged directly between you and the other party, off-platform, by whatever method you arrange between yourselves.
  • We are an Australian company. The Platform is operated by Xtrordinate Enterprises Pty Ltd (ACN 663 840 784), an Australian company. By using the US section of the Platform you agree to contract with that entity. See Section 22 (Governing Law) for how disputes are handled.
  • Minimum term. Your Membership may be subject to a minimum term, as set out in your Account. You may cancel at the expiry of the minimum term, and you always retain any non-waivable rights under applicable law.
  • Auto-renewal. Unless cancelled, your Membership automatically renews and your payment method is charged each Billing Cycle until you cancel. You can cancel at any time as described in Section 10 and Section 15.
  • Arbitration and class action waiver. Section 19 requires individual arbitration and waives class actions and jury trials, subject to your right to opt out within 30 days.
  • Privacy. We handle your personal information in accordance with our Privacy Policy, available at https://chipkie.com/privacy-policy/.
  • Liability cap. Our liability under these Terms is limited as set out in Section 18, generally to the Fees you paid in the preceding 12 months, and we are not liable for Consequential Loss, loss caused by a Third Party Service, or loss or corruption of data.
  • Affiliate links. We may receive a benefit (such as a referral fee or commission) if you visit certain third-party websites via a link on the Platform or for featuring certain products or services.
  • Your statutory rights. Nothing in these Terms limits any rights you have under applicable law that cannot be waived or limited by contract.

2. Disclaimer

Our Platform and the content on it (including any recommendations, comparisons, tools, information, insights, templates, or resources, together the Content) are provided for general information purposes only and on an “as is” and “as available” basis. The Content is intended only to provide general information, and you must not rely on the Content as legal, financial, tax, accounting, credit, lending, investment, or other professional advice. Chipkie is not a lender, broker, loan originator, money transmitter, debt collector, credit reporting agency, escrow agent, or financial, legal, or tax adviser, and provides none of those services.

While we use reasonable efforts to keep information up to date, we make no representation that any information is accurate or current, and we do not guarantee that any recommendation featured on our Platform is more suitable than options not featured. If you choose to use our Content, you do so at your own risk. To the maximum extent permitted by law, we assume no responsibility or liability, and you waive and release us from all responsibility or liability, arising from or connected with your use of or reliance on the Content. It is your sole responsibility to determine the suitability, reliability, and usefulness of our Platform and Content, and to ensure that any loan you record or document complies with all laws that apply to you and the other party.

3. Introduction

These terms and conditions (Terms) are entered into between Xtrordinate Enterprises Pty Ltd (ACN 663 840 784) (we, us, or our) and you, together the Parties and each a Party.

We provide a cloud-based, software-as-a-service platform that lets users — including a person lending funds (Lender) and a person borrowing funds (Borrower), who already have a personal relationship with one another (such as friends or family) — create and record a personal loan, track repayments, and optionally generate a simple loan agreement (the Platform).

We are a documentation and record-keeping tool only. We do not match, introduce, or connect Lenders and Borrowers who do not already know each other; we do not lend money or make any lending or credit decision; and we do not receive, hold, collect, disburse, transmit, or otherwise handle any loan funds. Any movement of loan funds happens directly between you and the other party, outside the Platform.

In these Terms, you means the person or entity registered with us as an Account holder.

4. Acceptance and Platform License

You accept these Terms by accepting them on the Platform or by accessing or using the Platform.

You must be at least 18 years old and a resident of the United States to use the US section of the Platform. By using the Platform you represent and warrant that you meet these requirements.

We may amend these Terms at any time by providing notice to you (which may be by email, in-Platform notice, or by posting the updated Terms). By clicking “I accept” or by continuing to use the Platform after the notice or 30 days after notification (whichever is earlier), you agree to the amended Terms. If you do not agree to a change that adversely affects your rights, you may cancel your Membership with effect from the date of the change by providing written notice to us. If you cancel, (a) you will no longer be able to use the Platform from the date of cancellation, and (b) if you paid Fees upfront, you will be issued a pro-rata refund having regard to the date of termination and the period for which you paid.

If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules in the App Store Terms of Service; or (2) the Google Play Store, you agree to the Google Play Terms of Service and any applicable Google terms.

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable, non-sublicensable license to access and use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

When using the Platform, you must not do, or attempt to do, anything unlawful or inappropriate, including:

(a) anything that would breach an individual’s privacy (including uploading private or personal information without that individual’s consent) or any other legal right; (b) using the Platform to defame, harass, threaten, menace, or offend any person, including sending unsolicited electronic messages; (c) tampering with or modifying the Platform (including transmitting viruses or trojan horses); (d) using data mining, robots, screen scraping, or similar data-gathering or extraction tools on the Platform; (e) using the Platform to commit any unlawful act, including money laundering, fraud, usury, or predatory or unlicensed lending; or (f) facilitating or assisting any third party to do any of the above.

5. Chipkie Services

In consideration of your payment of the Fees, we agree to provide you with access to the Platform and any other services set out in your Account. Those services consist of tools to record a loan, track repayments, and generate loan documentation. We do not provide, and the Platform does not include, any funds-handling, payment-processing, lending, brokering, collection, or escrow service in respect of loans between users.

From time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during those times.

If you are unable to access the Platform, or you have any other question or issue affecting your use of the Platform, you must submit a request by email. We will endeavor to respond to support requests within a reasonable period.

You acknowledge that the Platform may rely on or interface with third-party systems we do not provide (for example, cloud storage providers, CRM systems, payment processors for membership Fees, e-signature providers, and internet providers) (Third Party Services). To the maximum extent permitted by law, we have no Liability for any Third Party Service, or for any unavailability of the Platform due to a failure of a Third Party Service.

You acknowledge that data loss is an unavoidable risk when using any software. To the extent you input data into the Platform, you agree to maintain your own backup copy. To the maximum extent permitted by law, we have no Liability for any loss or corruption of data, or for any scheduled or emergency maintenance that causes the Platform to be unavailable.

6. Accounts

You must register and create an account (Account) to access the Platform’s features.

You must provide basic information when registering, including your contact name, address, phone number, and email address, and you must choose a username and password.

You may also register using a Facebook, Google, or other social media account (Social Media Account). If you sign in using a Social Media Account, you authorize us to access certain information on it, including your current profile photo and other basic information.

All personal information you provide will be treated in accordance with our Privacy Policy.

You agree to provide and maintain accurate, current information in your Account and not to share your password with any other person. Your Account is personal; you must not transfer or provide it to others.

You are responsible for keeping your Account details, username, and password confidential, and you are liable for all activity on your Account. You agree to notify us immediately of any unauthorized use of your Account.

When you create an Account, you must also select a membership (Membership). You may choose between different tiers with different services and periods as set out on the Platform.

7. Identity Verification

We may require you to provide information to validate your Account using a third-party verification service (Third Party ID Service), including where required under applicable law.

You agree to provide any information or documentation reasonably required by us or a third-party provider to verify your identity in connection with your Account or any loan record.

By registering, you acknowledge and agree that (1) we may contact or liaise with Third Party ID Services to validate your identity and information (Identity Check); and (2) a Third Party ID Service may provide us with your personal or sensitive information, and you consent to us receiving and using that information to perform an Identity Check.

8. Loan Documentation Services

The Platform lets you:

(a) as a Lender, create and record a loan and invite a Borrower (a person you already know) to view or confirm it; (b) as a Borrower, create and record a request to document a loan and invite a Lender (a person you already know) to view or confirm it; and (c) as a Lender or Borrower, record and track repayments (as applicable).

To create or record a loan, you must provide the information requested on the Platform, including:

(a) the amount to be lent or borrowed (Loan Amount); (b) any interest on the Loan Amount, expressed as a percentage (Loan Interest); and (c) the duration of the loan and the repayment frequency and schedule (Repayment Plan), including the amount to be repaid and the repayment dates (Repayment Dates).

You are not required to provide these details if you do not create or record a loan, or if you do not maintain a paid Membership.

When the other party confirms a recorded loan, it becomes a Confirmed Loan for tracking purposes, and the Parties may choose to generate a loan agreement through the Platform if that option is available to them. You may be charged an additional fee to generate a loan agreement, as set out on the Platform (Loan Agreement Fee).

Important — no money handling. The Platform records and tracks loan information and generates documents only. We do not collect, hold, transmit, disburse, or process any Loan Amount, Loan Interest, repayment, or other loan funds. Recording a repayment in the Platform is an informational entry only; it is not a payment and does not cause any funds to move. All loan funds move directly between you and the other party, by whatever method you arrange between yourselves.

9. Your Responsibilities; No Lending or Collection by Us

You understand and agree that we only make the Platform available; we do not loan money, make lending or credit decisions, broker or arrange loans, or collect payments. We are not a party to any agreement, loan, or arrangement between a Lender and a Borrower, and we have no control over the conduct of any Lender, Borrower, or other user.

You are solely responsible for:

(a) deciding whether to enter into, and the terms of, any loan, and whether our tools are appropriate for you; (b) ensuring that any loan you record or document, including any interest rate, complies with all applicable laws (including any usury, interest-rate, licensing, lending, disclosure, and consumer-protection laws), and that no license or registration is required of you; (c) actually making or receiving repayments directly with the other party, and recording or tracking them accurately on the Platform if you choose to; and (d) any tax consequences of your loan. We do not determine, collect, withhold, or remit any tax on your behalf.

We may decline to make available, or may remove, any loan record, document, or feature at our reasonable discretion, including where we suspect unlawful, fraudulent, or improper activity.

You acknowledge that the Platform’s output relies on the accuracy and completeness of the information you provide. To the maximum extent permitted by law, we will not be liable for, and you waive and release us from, any Liability caused or contributed to by, arising from, or connected with your providing inaccurate or incomplete information.

10. Memberships, Fees, and Auto-Renewal

You may purchase a Membership by paying the membership fees set out on the Platform (Fees) in advance on a recurring interval disclosed to you before payment (Billing Cycle).

Automatic renewal. Your Membership will automatically renew at the end of each Billing Cycle for the same period, and your payment method will be charged the then-current Fees for each subsequent Billing Cycle, until you cancel. You authorize us and our third-party payment processor to charge your payment method on a recurring basis for the Fees. You may cancel at any time through the “close my account” or cancellation feature in your Account, or by emailing us, and cancellation takes effect at the end of the current Billing Cycle (or end of any applicable minimum term). Where required by law, we will send you a renewal reminder and provide an online cancellation method.

The payment methods we offer for the Fees are set out on the Platform. We may use a third-party payment processor, and we have no control over that processor’s actions; your use of it may be subject to additional terms. We do not store your full card details; payment information is collected and stored by our third-party payment processor.

You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you pay by debit or credit card, you warrant that you are authorized to use that card. You authorize the relevant payment processor to charge your selected payment method in accordance with these Terms.

We may set off or deduct from any amount payable to you under these Terms any amount you owe us in connection with the Platform.

Changes to your Membership. To change your Membership (for example, to upgrade), you must notify us through your Account at least 48 hours before the end of the current Billing Cycle. If you upgrade and the Fees increase, we will charge the increase on a pro-rata basis for the remainder of the current period, and you will receive the additional features once that payment is made.

To the maximum extent permitted by law, Fees are non-refundable once paid, except as expressly set out in these Terms or as required by law.

Changes to Membership inclusions. We may change what is included in your Membership from time to time. If we do, we will provide at least 30 days’ notice. After the notice period, the changes apply. If the changes adversely affect your enjoyment of the Membership, you may cancel with effect from the date the changes apply by giving written notice, and if you paid Fees upfront you will be issued a pro-rata refund.

Changes to Fees. We may change the Fees from time to time on 30 days’ notice. After 30 days, the updated Fees apply. If the updated Fees are not acceptable to you, you may cancel your Membership in accordance with Section 15.

11. Electronic Communications and E-SIGN Consent

By creating an Account or using the Platform, you consent to receive communications from us electronically (by email, through the Platform, or by other electronic means), and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

You consent to the use of electronic records and electronic signatures in connection with the Platform, including any loan agreement you generate or sign through the Platform, under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and comparable state laws. You may withdraw this consent by closing your Account, but doing so will end your ability to use features that require electronic records or signatures. You may request a paper copy of any electronic record by contacting us; we may charge a reasonable fee.

To access and retain electronic records, you need a device with internet access, a current web browser, and a valid email account. You agree to keep your contact information current in your Account.

12. Our Intellectual Property

You acknowledge that any intellectual property or content (including copyrights and trademarks) available on the Platform, the Platform itself, and any algorithms or machine-learning models used on the Platform (Our Intellectual Property) will at all times remain vested in us.

We authorize you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow or assist any third party to do so. You may access Our Intellectual Property only on your personal device, and you may not use it for any commercial purpose.

You must not, without our prior written consent: (a) copy, in whole or in part, any of Our Intellectual Property; (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any of Our Intellectual Property to any third party; or (c) breach any intellectual property rights connected with the Platform, including by altering, modifying, downloading, framing, or embedding Our Intellectual Property, or creating derivative works from it.

Nothing above restricts your ability to publish, post, or repost Our Intellectual Property on your social media page or blog, provided that: (a) you do not claim ownership of Our Intellectual Property; (b) unless we agree in writing, you do not claim you are endorsed or approved by us; (c) you do not damage or take advantage of our reputation in a manner that is illegal, unfair, misleading, or deceptive; and (d) you comply with these Terms.

This Section survives termination or expiry of your Membership.

13. Copyright Policy (DMCA)

We respect the intellectual property of others and expect you to do the same. We will respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (DMCA).

If you believe that content on the Platform infringes your copyright, please send a written notice to our designated agent containing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner.

Designated DMCA Agent: [INSERT NAME], [INSERT ADDRESS], [INSERT EMAIL].

We may, in appropriate circumstances and at our discretion, disable or terminate the Accounts of users who are repeat infringers.

14. Your Data

You own all data, information, or content you upload into the Platform (Your Data).

You grant us a limited, worldwide, royalty-free license to copy, transmit, store, back up, and otherwise access or use Your Data to: (a) communicate with you (including to send you information we believe may interest you); (b) supply the Platform and perform our obligations; (c) diagnose problems with the Platform; (d) enhance and otherwise modify the Platform; (e) perform Analytics; (f) develop other services, provided we de-identify Your Data; and (g) as reasonably required to perform our obligations.

You are solely responsible for all of Your Data. You represent and warrant that: (a) you are the sole and exclusive owner of Your Data, or you have all rights, licenses, consents, and releases necessary to grant us the rights contemplated by these Terms; and (b) neither Your Data nor our use of it will infringe, misappropriate, or violate any third party’s intellectual property, publicity, or privacy rights, or violate any applicable law.

You acknowledge that we may monitor, analyze, and compile statistical and performance information based on or related to your use of the Platform in an aggregated and anonymized format (Analytics). We own all rights in the Analytics and may use them for our internal business purposes, provided they contain no identifying information.

We do not endorse, approve, or take responsibility for any of Your Data. The performance of the Platform depends on the accuracy and completeness of Your Data, and inaccurate or incomplete data may affect the output and operation of the Platform.

This Section survives termination or expiry of your Membership.

15. Termination

Cancellation of Memberships. You may cancel your Membership at any time by notifying us by email or using the “close my account” feature in your Account. Cancellation takes effect at the end of the current Billing Cycle or the end of any minimum period set out in your Account.

A Membership terminates immediately upon written notice by a Party (Non-Defaulting Party) if: (a) the other Party (Defaulting Party) breaches a material term and does not remedy it within 10 business days of being notified; or (b) the Defaulting Party is unable to pay its debts as they fall due.

If we suspect you are in breach of these Terms, we may suspend your access while we investigate.

Upon expiry or termination: (a) we will remove your access to the Platform; and (b) where we terminate due to your unremedied default, you also agree to pay our reasonable additional costs directly arising from the termination, including recovery fees.

Where termination is due to our breach, we will refund any prepaid, unused Fees on a pro-rata basis.

Termination will not affect any accrued rights or liabilities. This Section survives termination or expiry of your Membership.

16. Warranties and Representations

You represent, warrant, and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business; (b) there are no legal restrictions preventing you from entering into these Terms; (c) all information and documentation you provide is true, correct, and complete; (d) you authorize us to disclose your card-related details and related information to third parties (including Visa and Mastercard) to eliminate fraud and other unlawful behavior; (e) you will cooperate fully with us to investigate any suspected unlawful, fraudulent, or improper activity on your Account or use of the Platform; (f) you understand that any information, material, work, or services we provide do not constitute legal, financial, credit, lending, tax, or risk-management advice; (g) you have a pre-existing personal relationship with the other party to any loan you record, and we did not introduce or match you; (h) any loan you record or document complies with all laws applicable to you and the other party, and neither you nor the loan requires any license or registration that you do not hold; and (i) we are not a party to any loan or agreement you may have with a Borrower or Lender.

You acknowledge and agree that: (a) we do not determine, collect, or pay any taxes on your behalf; and (b) you use the Platform at your own risk.

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, THE CONTENT, AND ALL MATERIALS, WORK, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY DOCUMENT GENERATED THROUGH IT IS ACCURATE, COMPLETE, OR LEGALLY SUFFICIENT FOR YOUR PURPOSES OR ENFORCEABLE IN YOUR JURISDICTION.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, such warranties are limited to the minimum scope and duration permitted by law. This Section survives termination or expiry of your Membership.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL LOSS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent it was caused or contributed to by the other Party or its personnel, including any failure to mitigate; and

(c) OUR AGGREGATE LIABILITY FOR ANY LIABILITY ARISING FROM OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (or, where less than 12 months of Fees have been paid, an amount equal to 12 months of Fees on a pro-rata basis), OR (ii) ONE HUNDRED U.S. DOLLARS (US$100).

To the maximum extent permitted by law, we will not be liable for, and you waive and release us from, any Liability caused or contributed to by, arising from, or connected with:

(a) any interruption or downtime resulting from scheduled or emergency maintenance; (b) your acts or omissions; (c) any use of the Platform by a person other than you, or other than as reasonably contemplated by these Terms; (d) any works, services, goods, materials, or items that do not form part of the Platform or were not provided by us; (e) any loan, agreement, dispute, default, non-payment, or other dealing between you and a Lender or Borrower, including the conduct, creditworthiness, or solvency of the other party; (f) any information you provide that is inaccurate or incomplete; and/or (g) any event outside our reasonable control (including a Force Majeure Event and any fault, defect, error, or omission in Your Data).

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you. This Section survives termination or expiry of your Membership.

19. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND US TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS YOUR ABILITY TO BRING CLASS ACTIONS OR HAVE A JURY TRIAL.

19.1 Informal resolution. Before starting an arbitration, you agree to first contact us at the email in Section 24 and provide a brief written description of the dispute and your contact information. The Parties will attempt in good faith to resolve the dispute informally for at least 60 days. This is a condition precedent to starting arbitration.

19.2 Agreement to arbitrate. If the dispute is not resolved within 60 days, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (a Dispute) will be resolved exclusively by final and binding individual arbitration, except as set out in Section 19.6.

19.3 Federal Arbitration Act. This Section evidences a transaction involving interstate commerce, and the Federal Arbitration Act (FAA) governs the interpretation and enforcement of this Section.

19.4 Rules and administrator. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by these Terms. If the AAA is unavailable, the Parties will agree on, or a court will appoint, another administrator. The arbitration will be conducted in the English language.

19.5 Location and procedure. Unless the Parties agree otherwise, the arbitration will take place in the U.S. county of your residence, or be conducted by telephone, video, or document submission. The arbitrator may award any relief that a court could award on an individual basis and must follow these Terms.

19.6 Carve-outs. Either Party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information. Filing such a claim does not waive the right to arbitrate other Disputes.

19.7 Class action and jury waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any form of class or representative proceeding. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL. If this Section 19.7 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and may proceed in court, while all other claims proceed in arbitration.

19.8 Mass arbitration. If 25 or more similar arbitration demands are submitted by or with the assistance of the same or coordinated counsel, the Parties agree the demands will be administered in staged batches to promote efficiency, and any statute of limitations will be tolled for unfiled or batched demands.

19.9 30-day opt-out. You may opt out of this arbitration agreement (Sections 19.2–19.8) within 30 days of first accepting these Terms by sending written notice of your decision to opt out to the email in Section 24, including your name and Account email. Opting out will not affect any other part of these Terms.

19.10 Costs and severability. Payment of arbitration fees will be governed by the AAA rules, except that we will pay or reimburse fees where required by those rules or applicable law. If any part of this Section (other than Section 19.7) is found unenforceable, it will be severed and the remainder will continue to apply.

This Section survives termination or expiry of your Membership.

20. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, and affiliates from and against any Liability, loss, damage, cost, or expense (including reasonable attorneys’ fees) arising from or connected with: (a) your breach of these Terms; (b) Your Data; (c) your use or misuse of the Platform; (d) any loan, agreement, or dispute between you and any Lender or Borrower; (e) your violation of any law or of any third party’s rights; or (f) any inaccurate or incomplete information you provide. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense. This Section survives termination or expiry of your Membership.

21. Notice Regarding Apple and Google

To the extent you use or access our Platform on an iOS device, you acknowledge and agree that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform or its content. Apple has no obligation to provide maintenance or support for the Platform. If our mobile application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any); to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to a warranty will be our responsibility. Apple is not responsible for addressing any claims relating to the application or your use of it, including product liability, regulatory non-conformity, and consumer-protection claims, or any third-party claim that the application infringes intellectual property rights. You agree to comply with applicable third-party terms when using the application. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

To the extent you access the Platform via the Google Play Store, you agree to comply with the applicable Google Play Terms of Service, and you acknowledge that Google is not responsible for the Platform.

22. General

Assignment. You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without your consent in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate.

Assignment of debt. You agree that we may assign or transfer any debt you owe us (for example, unpaid Fees) arising under these Terms to a debt collector, collection agency, or other third party. This relates only to amounts you owe us; we do not collect, assign, or transfer any loan debt between you and another user.

Governing law and venue. These Terms are governed by the laws of the State of New South Wales, Australia, except that Section 19 (Arbitration) is governed by the Federal Arbitration Act, and except to the extent the mandatory, non-waivable laws of your U.S. state of residence apply. Subject to Section 19, each Party submits to the exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from them, and waives any objection to proceedings in those courts. Nothing in these Terms limits any right you have under applicable law that cannot be waived. (See drafting note below — confirm this choice with US counsel.)

Disputes. Subject to Section 19, a Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek in good faith to resolve it, failing which the Parties agree to mediation, the cost of which is shared equally. Nothing in this clause prevents a Party from seeking urgent injunctive or equitable relief.

Entire agreement. These Terms contain the entire understanding between the Parties, and supersede all prior discussions, communications, negotiations, representations, warranties, and agreements regarding their subject matter, except as expressly stated.

Force majeure. Neither Party is liable for any delay or failure to perform caused or contributed to by a Force Majeure Event, provided the affected Party promptly notifies the other in writing and uses reasonable efforts to minimize the duration and impact.

Notices. Any notice must be in writing and addressed to us at the details in Section 24, or to you at the details in your Account. Notice may be sent by post or email and is deemed served 48 hours after posting, or at the time of transmission for email.

Privacy. We handle personal information in accordance with our Privacy Policy and applicable U.S. federal and state privacy laws (which may include the California Consumer Privacy Act and similar state laws, and, to the extent applicable, the Gramm-Leach-Bliley Act). Each Party agrees to comply with applicable privacy laws.

Publicity. With your prior written consent, we may state that you are a user of our Platform, including on our website or in promotional material.

Severability. If any provision of these Terms is held void, invalid, illegal, or unenforceable, it will be read down as narrowly as necessary to be valid, or, failing that, severed, without affecting the remainder.

Third-party sites and affiliate links. The Platform may contain links to third-party websites we do not control, endorse, or take responsibility for. If you purchase goods or services from a third party linked from the Platform, that third party provides them, not us. We may receive a benefit (such as a referral fee or commission) if you visit certain third-party sites via a link (Affiliate Link) or for featuring certain products or services. We will indicate which (if any) products, services, or links are Affiliate Links.

Export controls. You represent that you will comply with all applicable U.S. export-control and sanctions laws and that you are not located in, or a national of, any embargoed or restricted jurisdiction.

Waiver. No failure or delay in exercising any right is a waiver of that right.

23. Definitions

Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise, any loss or damage that cannot be considered to arise in the usual course of things from the relevant breach, act, or omission, whether or not it may reasonably have been in the contemplation of the Parties when they entered into these Terms; and any real or anticipated loss of profit, benefit, revenue, business, goodwill, opportunity, savings, reputation, or use, and any loss or corruption of data. The Parties agree that your obligation to pay the Fees is not Consequential Loss.

Force Majeure Event means any event or circumstance beyond a Party’s reasonable control.

Intellectual Property means all existing and future rights throughout the world conferred by statute, common law, equity, or any corresponding law in relation to copyrights, designs, patents, trademarks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases, or source code, including any application or right to apply for registration, and any improvement, enhancement, or modification of the foregoing, whether or not registered or registrable.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding, or judgment (whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise), however arising, whether direct or indirect, and whether present, unascertained, future, or contingent, and whether involving a third party or a Party to these Terms.

24. Contact

For any questions or notices, please contact us at:

Xtrordinate Enterprises Pty Ltd (ACN 663 840 784) Email: [email protected]

Last updated:  10/06/2026